Ionic Bonds
by SpongeGuy
Summary: Miles Morales is two weeks old as Spider-Man! And things are already terrible! Not only is he forced to face off against Doc Ock, who desperately wants to rebuild the super collider for unknown reasons, but he's also missing his Spider-Family, and feels lost without them. And guess who's his mentor at science class? Can Miles prove that he can persevere? Can he leap again?
1. A Serendipitous Discovery

**This work is based on a great Tumblr Post!**

**UPDATE: Chapter 2 is being made! The first 2 of 8 big parts are finished, so I hope I'll be able to get it out soon! Sorry for the wait!**

* * *

The streets of Brooklyn.

Home to skyscrapers that touch the sky.

Bustling metropolis filled to the brim with unique people, from your average citizen to megalomaniac super villains who try to tip the scales in their favor.

A city that never sleeps.

Especially one resident.

"When is he coming?", asked an impatient Latino American teen, wearing a yellow t-shirt, a black collared jacket and black levi's. He rapidly tapped his foot on the ground, itching for the awaited arrival, his impatience complimentary to his adrenaline fixation.

"He always comes, dude. You'll see.", said a Muslim American girl, her eyes rolling at her friends impatience.

She knew he'd come.

That's what heroes do, after all.

She wore a purple and white Thunderbolt (from Carol Danver's comic book days as Ms. Marvel) Sweater, jeans (much to her mother's discomfort) and a look of hope despite a life of seeming constant disappointment

She may have been more patient than her friend (who was now scrolling on his phone, looking for an update on that reboot of PBS's "Nova"), but her eyes darted with excitement, looking for Brooklyn's hero.

"Yeah, man! Chill! Getting all frustrated won't bring him here!", said a friendly and calm Korean American, wearing a loose white lab coat that looked like it was put on hurridly, a green t-shirt that sort of hid behind the coat, and dark, almost bordeuax jeans. What he lacked in brawn he certainly made up for in brains.

His teachers would rave all about his grades, and sure, he was proud of it, but man would he kill for some abs!

The friendly genius handed two ice creams to his friends, and laughed.

"Get it? Chill?", he laughed at his own joke, prompting eye rolls from his friends.

The genius stared at them, befuddled.

"Guys, this is comedy gold! Man, this is wasted on you! Doctor Banner would have loved this!"

The Hopeful Girl continued to stare at the sky.

The Impatient Boy closed his phone and devoured his ice cream.

"He's not coming", he said with a mouth full of creamy delight.

The Hopeful Girl ignored him.

"I know you won't let us down…", she whispered.

The Genius Boy started to yammer on about the gamma research he was conducting ("Non-Lethal. I know what I'm doing!").

The Impatient Boy finished his cone and absent mindedly threw it onto the ground.

The Hopeful Girl continued to stare at an empty sky.

Their spirits began to waver.

The Impatient Boy threw his hands up in the air.

"Welp! He's a no show! Let's play "Smash Bros."!"

The Genius Boy pumped his fist.

"All right! Dibs on R.O.B!"

The Impatient Boy whacked The Genius Boy.

"No way!", he protested. "You always choose R.O.B!"

The Genius Boy smirked, and tapped at his head.

"That's because he's the strongest AND the smartest!"

The two boys began to horse around.

The Hopeful Girl stopped looking to scold at them.

"Come on, guys! He's coming!"

"No he's not!"

"Maybe he's late! Superheroes have lives too!"

"What could he be doing? Taking a stroll? "Oh, gosh! What a beautiful day! I hope no crimes happen while I goof off!"

"He wouldn't do that!"

"Uh… Guys?", The Genius Boy was frozen in fear, pointing at a yet unseen threat.

The Hopeful Girl and The Impatient Boy snapped back.

"What?!"

Suddenly, they too saw the cause of The Genius Boy's fear.

And they stopped talking.

A mugger approached them, wielding a knife.

"Hey, kids. How's it going?"

The kids backed away slowly, stopping at a water fountain made of marbel.

"Having a good day? I hope you are. I'm sort of in a pickle. I could use some funds."

He grinned menacingly.

"Could you spare a brother a dime?"

All three tried to be brave.

Yes, they were unremarkable.

Yes, they were powerless.

Yes, they were defenseless.

But they weren't going to go down without a fight.

The Impatient Boy stretched a protective arm across his friends and raised his right fist.

The Genius Boy shook in fright, but tried to puff up his chest.

The Hopeful Girl pushed her friends aside and stepped forwards, both fists raised, a defiant look on her face.

Injustice would not win today.

The mugger sneered.

"How do you like that? Little girl thinks she can play hero? Thinks she's Captain Marvel?"

He raised his weapon.

"Dream on, kid. You can't be a…"

THWIP!

Suddenly, the muggers face was covered with a white, silky substance.

The Hopeful Girl gasped, as did her companions.

Surely…

"Scuse me, Friendly Neighborhood Spider-Man, passing through!", said a reassuring and energetic voice, and two powerful legs kicked the criminal in the face.

He went down like a rock, his face dizzy from the pain.

A black and red suited figure, wearing a mask with wide eyes that reflected the figure inside and a graffiti spider emblem on his chest landed on the man's body with a graceful, yet somehow erratic landing.

The young hero shook his head.

"Look at you! One THWIP, one kick and boom! You're out!"

He sighed dramatically.

"I didn't even get to make a quip!"

The man tried to get up.

The teen hero's spider sense acted up.

"Uh oh! He's back!"

He back flipped onto his feet, and shoot multiple webs, tazing the criminal and sending him back down.

He then wrapped him up and tied him to a lamp post.

"Don't worry, buddy! Once you go to Jail, you'll make so many friends! And the warden will give you a lollipop if you're a good noodle!"

The hero laughed at his own joke, and turned to the awe struck and grateful teens.

"That. Was. Amazing!", said The Impatient Boy, his heart beating with adrenaline.

"Spectacular! Sensational! Totally Awesome!", added The Genius Boy, who was shaking with excitement.

The Hopeful Girl didn't say anything.

She was just…

Awe struck.

The hero began to walk backwards and gear up for some swinging.

"You guys were great! Standing up to him and all! Sorry I was late. Traffic was insane! So many helicopters!"

He then swung up in the air and waved goodbye.

"Stay safe!"

The teens all smiled as the hero of Brooklyn swung off.

"Yep…", thought Miles.

"It's been pretty amazing…"

* * *

A comic cover appeared on the screen, showing a shadowy figure enter Miles' classroom.

It read "Spider-Man: Miles Morales": "Ionic Bond": "A Serendipitous Discovery".

"Ok, ok… Let's catch up…"

Miles swung past the streets, flipping and diving as the people cheered at his presence.

"It's been two weeks… Two weeks since I became Spider-Man… And it's been awesome!"

He parkoured up a skyscraper and dashed on its top.

"I've saved a ton of people…"

A cutaway shows Miles saving a single mom, a little girl and the girl's puppy from a burning building. The girl has a Captain America blankie and clings onto Mile's suit, smiling.

Miles smiles back.

Back in reality, Miles flips onto the next building and crawls to the top, almost like a pro.

"I've fought some big villains!"

Miles dukes it out against Electro, a villain made of electricity, in the night sky.

"I've fought against some…"

Miles finds himself in The Kangaroo's pouch. The Kangaroo tries to finish his robbery, but Miles puts on boxing gloves and knocks him out.

"Shrimp on the Barbie!", The Kangaroo yelled.

"Seriously, dude? That's kind of offensive!", Miles shouted back.

"…Weird villians."

Miles gets to the top, swings onto a bus, and sits down for a second.

"I've made a best friend in my roommate, Ganke."

Miles and Ganke Lee, Miles' roommate at Visions High laugh and joke as they play "Mortal Kombat".

Ganke is wearing Miles' mask, and Miles uses his webbing to stick Ganke's hands to his controller, rendering him immobile.

"Dude!", Ganke complains, and Miles laughs hysterically.

"I've hit a ton of drones…"

A montage shows Miles get hit by drones while swinging, while crawling and while fighting Omega Red.

Miles then arrives to class late.

"Mr. Morales… Late, again." Ms. Calleros said, with an annoyed, if resigned tone.

Miles smiles nervously, and then gets hit by a drone.

"Seriously, what's with all the drones? There are so many these days! Just, like, get IPS, ya know? Those guys need money too!"

Miles shook his head as he swung off a gargoyle.

"Woah. That was a weird thought. I hope I'm not weird."

He looked at the gargoyle.

"Hey, Bruce!"

He continued to swing through the city, the adrenaline rushing.

"Let's see… Anything I missed? Well, I'm still doing well at school, even if my science teacher is always on my case…"

Miles tried to shoot his webs onto a lamp post, but in an attempt to not shoot too hard, he missed the post, and nearly collided onto a bus.

Thankfully, he used his hands and legs to flip onto the bus and go back to swinging.

"Things are better than ever with Dad…"

Miles and Jefferson go to "The Foam Place", Jefferson looking unsure.

Miles nods to the electronic music while Jefferson shakes his head humorously.

He sips his espresso, and nods, impressed.

"I gotta admit… Not bad."

He then lightly elbows Miles.

"Still more of a disco than a coffee shop, though."

Miles laughs and elbows him back.

"Come on, Dad!"

Miles smiles behind the mask.

It was nice to have an easier time with his father.

"Honestly… Things have been great. Even if I…"

He frowned now, a little sad.

"I miss them. So much."

He swung past The Daily Bugle.

"Noir, Peni, Ham, Peter…"

Suddenly, she crossed his mind.

"…Gwen…"

Like a flash, he remembered it.

It was only last week, yet if still felt like it had just happened.

Vivid, bright, blinding, a kalidascope of colors shines in his eyes, and a voice rings clearly in his head and in his heart…

"Miles! Miles! Miles! You got a minute?..."

She was there.

He could still feel her breath.

Her touch.

He SAW her.

…

If only he could…

"Hey, watch out, Spider-Man!"

Miles gasps and shakes himself awake, and narrowly dodges a construction beam.

A worker flashes a thumbs up.

"Stay safe, Spider-Man!"

Miles shoots a thumbs up back.

"Thanks, man! You too!"

Miles goes back to focusing on the road… Er, sky.

"Focus, Miles! Focus! Soon you'll be at Mays again. Maybe you'll figure out a breakthrough.

He sighed.

Honestly…

He wished he could see them again.

Just to talk.

He knew he wasn't the only one…

But man, he wanted to see them again!

He wasn't all confident.

He still…

Struggled.

"But I AM doing well…", he thought, and he smiled as he leaned on the side of a building.

The sun was bright, and it reignited the hope in Miles' heart.

He could almost feel Peter's hand on his shoulder.

"It's going to be ok, Peter. I'm taking the leap."

He leaped into the sky, eyes closed.

He felt his spider-sense blare for a second and…

CRASH!

…And he got slammed by a pile of debris.

Miles laid on the ground, rubble and dust all over him, his head booming and his heart racing.

He blinked into cohesion, his vision still a bit blurry.

"Someone… Get the number… Of that pile of debris…"

He took a second, but eventually got back up.

He rubbed his masks eye holes and…

"Oh no.", Miles sighed, annoyed and frightened.

"Not her…"

He stretched and geared up for a swinging entrance.

"Couldn't that bus have taken her out until I was, like… Retired?"

* * *

Oscorp.

Ever since Norman Osbournes untimely death, a dispute had gone on between Harry Osborne, the heir apparent, and Lydia Hardy, of the rich and powerful Hardys for ownership of the company.

Harry claimed he deserved the company and its incredibly dangerous projects, because if anyone knew what it was like to deal with Norman's… Normaniness, it was his long suffering son.

Lydia had a simpler reason: She had experience. Harry didn't.

Due to this, the building was closed down until the two would settle on an agreement.

Which means they will be very pissed when they find out that Doctor Octopus and Rhino were breaking in.

"Spider-Man is here.", Alexander O'Hirn, the hired muscle and secretly sensitive criminal known as "The Rhino" announced, dusting his hands from the debris he had just thrown.

Dr. Olivia Octavius, otherwise known as "Doc Ock" to her enemies, or "Liv" to her friends, pinched the bridge of her nose and sighed.

"You know, I didn't know that. I just assumed you threw that debris because you really are just an ignorant imbecile."

Rhino looked confused and stammered.

"Im… Imbecile… That's… That's an insult, right?"

Liv turned to look at him.

"Just… Go."

Rhino obeyed, as he always did, and he charged towards Miles.

Liv massaged her temples.

"Take it easy… Take it easy…"

She grinned as she looked at the labs open before her, resources awaiting in every corner, discovery waiting in the wings.

"What's the point if it isn't fun?"

* * *

"Ok, Rhino.", Miles thought as he saw the goon charge at him.

"Ganke told me that he's so low tier, he makes Kangaroo look tough. Which means I don't have to go all out!"

Miles didn't want to hurt anyone, not even villains.

Who knew?

Maybe they were an Uncle Aaron to someone.

…He couldn't let that happen.

And he wouldn't.

Thankfully, if Rhino was as easy as Ganke said, he wouldn't need to try too hard to hold back!

Miles smiled, reassured.

"This oughta be a piece of…"

CRACK!

Miles wasn't focusing, though, and he felt the awesome might of the Rhino's horn collide into his chest.

He slammed into a pizza place tearing a hole in the establishment.

"Toby, you're a nice guy. But you're just not dependable."

The owner of Jim's Pizza, Mr. Aziz, looked at Toby with an odd mix of pity and annoyance.

And maybe indigestion.

"This is your last chance."

He put the pizzas on the counter.

"You have to go 42 blocks in 7 and one half minutes, or your ass is fired."

Miles crashes through, tearing a hole in the establishment.

Toby stares at this, startled.

"GO!", Mr. Aziz shouts, unfazed by the destruction.

Unfortunately, the pizza boxes fell onto Rhino's hands, who was startled by the unforeseen development.

Miles, trying to help, kicked the boxes out of his arms, and they fell on the ground.

Andrew Garfield passed by.

"Hey!", he shouted. "He stole that guys pizza!"

"Woah… Rhino's tougher than I thought…", Miles realized as he prepared to fight him again.

"Still, he's not that tough…"

THWACK!

Rhino smacks Miles with a lamppost, sending Miles flying through the air.

"Note to self: Web Ganke up."

Rhino puts the post down.

"…Sorry about the post, if anyone's listening. I… I just needed to borrow it…", he rubbed the back of his head, but as ever, everyone screamed and ran away.

Rhino sighed.

He was so tired of this.

Sure, being a criminal was a choice he made, and he recognized that was his choice.

That's what Dr. Lopez said.

…Look, he needed the dough, ok?

But getting an exoskeleton of a rhino stuck to his skin and becoming the go to tough guy for every criminal in the city?

Yeah, that wasn't exactly the plan.

"My college admissions counselor may have had a point when he said that "Criminal" isn't a career path…", he sheepishly admitted to himself as he waited for Miles to arrive again.

Still, it could be worse.

The old Spider-Man was hard, always making quips and running circles around him.

This new one was way easier.

Heck, he kind of preferred this one…

"Hey, buddy.", Miles said, landing on the ground in front of him.

"It's a long way from Central Park Zoo. I don't know how this happened, but I promise you, we're getting you back to your mother, no matter HOW cheesy it gets…"

Rhino's eyes narrowed and he only saw red.

Damn it, this one was worse!

He was so distracted, he didn't even notice a timid and petite florist stare at him from her shop window.

She had overheard the lamppost comment, and she couldn't help but smile at the poor beast.

Rhino tried to crush Miles, but Miles dodged.

"Hey now! I thought we had a connection!"

"Shut up!"

"The audience was just beginning to buy our bond! Your endangering the integrity of the product!", Miles joked as he dodged another attack that shook the road up.

"Shut up!"

"Oh my god, he's trying to communicate! Rhino phone home?"

Rhino used both fists and cracked the road with his hit.

"SHUT UP!"

Miles leaned on a building.

"You know, this might surprise you, but I get that a lot."

Rhino suddenly grabbed Miles by the throat.

"You know… I'm not surprised."

Miles gasped for air as Rhino raised him up in the air.

"Gotta… Distract him…", he thought as he scrambled for air.

"Hey… Anyone ever tell you… You have a strong grip?"

Rhino smiled menacingly.

"All the time. It's a natural talent."

Miles felt his face change color, but he had to do this.

He couldn't fail.

"Ok… But has anyone ever told you… What pretty eyes you have?"

Rhino stopped choking Miles, surprised.

"…Really?", he asked, a little flattered.

Miles then unleashed his tazor webs, electrocuting the towering brute into submission.

"Psyche!"

"Nani?!", Rhino shouted out as he got hit.

Rhino shook in pain and he dropped Miles and fell onto the ground, twisting and turning from the pain.

Miles' eyes widened.

"Oh, man! I'm so sorry, I didn't mean to make it so strong…"

Suddenly, an octopus tentacle grabbed Miles and dragged him in.

"Ohcrap,ohcrap,ohcrap,ohcrap…", Miles thought, wondering how many times was he going to be choked today.

* * *

Liv had inspected almost every lab in the building.

She had carefully examined every nook and cranny of the building, making sure no stone was unturned, yada, yada, yada.

Nothing.

Nada.

Zilch!

She sighed, the day taking its toll on her, as 3 of her 4 tentacles continued to search through each room.

"What an absolute waste of time.", She mumbled wearily.

How was she ever going to rebuild the super collider without the required tech?

"If it wasn't for that new Spider-Man, I would have all I want in my fingertips!", she complained.

She then smiled to herself.

"I guess I'd better pay him a visit…"

She then turned around, her fourth tentacle bringing a suffocating Miles to her while the other three continued to analyze the premises.

"Oh! No need! He's right here!", she feigned surprise, and she slowly approached him, her movement above the ground giving her a commanding and terrifying presence.

Miles fought for dear life as he flashbacked to his battles with her.

She was so unpredictable.

So unstoppable, like a force of nature.

Calculating and ruthless.

Miles was legitimately afraid of her.

"Spider-Man! What a delightful surprise!", Liv greeted, half grandiose half enthusiastic.

Hey, you would be too when you had a chance to kill a Spider-Man!

"You know, you were quite the game changer two weeks ago! I wonder how you would do against me now?"

Miles was really panicking now.

His throat clenched and his lungs screamed for dear life.

His already blurry vision was getting spotty.

Suddenly, he saw and heard Peter.

He was sitting on the bottom bed of Miles' and Ganke's room, his hand over Miles' shoulder as the boy played on his video game system.

"Miles! You can turn invisible!"

Gwen suddenly appeared, sandwiching herself between Peter and Miles, causing Miles to blush.

"Seriously, dude? You forgot?"

She shook her head.

Peter shrugged.

"Kid's got a lot on his mind. Sometimes, I forget to diet!"

Gwen patted Peter's gut.

"I can see."

He whacked her on the head.

"Enough fat jokes! When Thor got it, everyone sympathized!", Peter pouted, throwing his arms in protest.

Noir, carrying Peni, and Ham, making up the rear on a train's caboose, entered too, and they all surrounded Miles, almost like a protective bubble.

"What's all the hubbub about?", Noir asked, not noticing (or more likely just allowing) Peni to climb onto his shoulders and try his hat on, which made her smile.

"Is Miles ok?", Peni asked, the smile she had replaced by concern.

"He forgot he can turn invisible! And now he's so distracted by his intense need for us to be with him, since he still feels unconfident and in need of companionship, that he's going to die, and the last thing he's going to see is Ham on a Train's caboose!", Peter ranted.

Noir nodded.

"Heavy, man."

Peni nodded.

"Ditto."

Gwen looked at Miles.

"Miles, I never told you this, but I really like you. Wanna go out?"

"What?!", Miles thought, his eyes dazed.

"I'm a choo choo train. All aboard, bitc…", Ham started.

"HAM!", Noir shouted, covering Peni and Gwen's ears.

Miles finally shook awake, and let go (for a moment) of his desires.

He turned invisible, and dropped from the tentacle, preparing to take Liv down.

"Just have to stop her, and I'll feel good again!", he thought, trying to ignore the pessimistic thoughts now ringing in his ears.

But just when he was about to land a square sock on her jaw, Liv surprised him by shocking him with her own tazer gadget, which retracted into one of her tentacles.

She wasn't even looking at him, since she was occupied with cracking open the last drawer in the building.

Miles, now visible, collapsed onto the ground, shocked at the development.

He coughed and wheezed, his rib cage feeling like it had been smashed with a hammer.

He was awake enough to realize that Doc Ock was able to take on him, while he was invisible, and at the same time still look through the entire building for… Something.

And that made Miles want to go to sleep and never wake up.

Liv turned to him, an unimpressed look on her face.

She yawned, as if Miles was some sort of spider who didn't fight crime.

A spider-spider.

Or, well, an ordinary spider.

"Did you really think I haven't been paying attention? I've upgraded my tentacles to deal with your tazor webs, and your invisibility."

She looked into the last drawer.

"Damn it.", she grumbled, and she threw the drawer away.

The drawer smashed through a window and knocked Rhino down, right after he finally got back up.

"All this for nothing?!", she fumed, but then she realized something, and her mood changed.

"Better have some fun while I'm here…"

She turned to Miles and lifted him with one tentacle, the other teasingly gripping at his mask.

"You know, I came here to rebuild the super collider…"

"What?!", Miles thought, worry and concern filling his mind.

If Doc Ock made another super collider…

Just the thought of what could happen made Miles panic.

"But sadly, I have found nothing."

She began to tug Miles' mask, the young hero trying in vain to stop her from revealing his identity.

"This trip might not be a complete waste of time, though!"

She smiled evilly, her eyes dancing with excitement.

"Finding out who the new Spider-Man is would be, I would say, quite interesting, wouldn't you say?", she suggested, her voice taunting as she made Miles nod with a third tentacle.

"How nice! We agree!", she joked.

But suddenly, she let him down.

"But, well, there's the problem…", she said as she turned around, allowing Miles a chance to collect himself.

"How do I know… You're worth it?"

Miles was taken aback by the question (and not just because the idea of not being worthy still haunted him).

"What?", he asked, not getting where she was coming from.

Liv gesticulated behind him, setting her plan in motion.

"I mean, you're not Peter Parker. You're someone new. And I don't know how good you really are. I've been busy with things, super colliders, evil plots, you know how it is.", she said, almost sounding like she was explaining why she hadn't taken the trash out instead of describing her sinister plans.

"I haven't had the chance to truly analyze your skills."

She then turned, almost inviting.

"So, here's your chance, "Spider-Man". Fight me. Stop me."

Miles looked confused.

"I… I don't understand…"

Liv shook her head.

"Point deducted, "Spider-Man." You should know exactly what I'm talking about. You've been distracted, and, dare I say, incompetent."

She tutted.

"Not good enough."

She then smiled, almost like a kindergarten teacher helping a little kid understand his addition and subtraction.

"But I'm willing to give you a fighting chance. Make it fair, shall we say? Go ahead. Stop me. Arrest me for breaking and entering. Thwart my evil plans!"

Miles was still unsure, but he didn't want to let the city down.

He prepared to jump at her, his mind focused on taking her down in the least painful way possible.

Liv grinned and threw her arms and tentacles up dramatically.

"Stop me, "Spider-Man"!"

Thwoosh!

Miles leaped into the air, dust rising, and he aimed his tazor webs at her farthest tentacle, making sure to send a small dose.

Liv dodged easily, and Miles crashed into the wall behind her.

"Oooh! So close! Try again!", she said, looking at him with an expression of utter enjoyment.

Miles got back up, straightened himself, and turned invisible.

This time, he avoided the spray, and aimed for her legs.

Unfortunately, he again went too slowly, his attempt to restrain his attacks backfiring.

Liv felt his presence, and with a single motion, grabbed him with a tentacle.

She whipped out a calculator and began to measure the circumferences of the stars she had seen 37 years ago on a hill top with her uncle, while Miles gasped again for air.

"Oh, we're still doing this? Silly me! I don't know how I didn't notice!", she lied, and then she smashed Miles onto the roof and then onto the ground.

She grinned.

"Oh, wait. I know why. Because you're not making an impact!", she shouted, and she began to throw him around over and over, Miles getting nauseous.

"Is this really the hero of Brooklyn? Is this the amazing, the spectacular, the ultimate Spider-Man?", she asked, mocking the boy as he tried to hit her multiple times, only for Liv to block each hit without a second thought.

She threw him onto a desk, and Miles struggled to get up, the weight of his injuries taking their toll.

"Alas. I am clearly the superior opponent."

She went over to him, her hand below his chin, almost looking sympathetic to his plight.

"Oh, "Spider-Man". If I wanted to, I could remove your mask, tell the whole world who you are, and then remove every single one of your limbs and throw your useless body into a trash can."

She began to growl.

"I could rip you apart, atom by atom, and no one would know!"

She flung him onto another wall, Miles landing dangerously close to the window.

He breathed heavily, his costume now torn slightly, his breath heavy, his whole body in enormous pain.

"I could kill you, right here, right now!"

She towered over him, her presence causing Miles to shudder in fright.

She looked at him with enraged eyes.

"And it would mean nothing."

She held his face in her hands.

"I'm not going to remove your mask. Because you haven't earned that."

She started to leave, not even bothering to look at him now.

"You're no Spider-Man. You're just a boy. Playing pretend."

She hissed the last word, her tone that of a shaming parent.

"Disappointing."

Miles, tired of the rant against him, tired of failing, and knowing that the whole city depended on him, got up one last time and lunged at her, all reason thrown out the window.

Liv, without a single look, grabbed him.

"Come back to me when you're worthy."

She threw him through the window and left, not even looking back.

"AAARGGGHHHH!", Miles screamed as he plummeted to the ground.

Thankfully, Rhino grabbed him.

"Oh, wow! Thanks man!", Miles said, only for Rhino to growl.

The behemoth began to swing his arm wildly, poor Miles along for the ride.

He was going to throw Miles to the other side of the city!

"No, no, no, no…", Miles dizzily said, feeling terrible about the butt kicking he had received.

He was already hurt as it is, so while normally he would have tried to wrestle out of the giants grip, he was so wiped out he could barely string two thoughts together.

All he could muster while he was hurled into the air was the mental image of his spider family shaking their heads.

Clearly…

He still wasn't good enough.

* * *

"Ow, ow, ow, ow, ow, ow, ow, ow…", Miles grunted and whined as he pulled thorns out of the back of his pants, and his shoulders, and his hair and… Well, basically, everything.

His frown radiated the disappointment within, his steps direct and pissed off.

"Hey, everybody!", Miles thought to himself as he made his way down a familiar road in Queens. "Look at me! I'm the Ultimate Spider-Man!"

He kicked a stone with his left shoe, the stone skipping down the road and colliding into a cat, who hissed and ran away.

Miles continued to criticize himself as he neared a worn down path that he had travelled the past two weeks.

"Oh, me? I'm fine! I just got my butt kicked by a Doc Ock who wasn't even trying and… RHINO!"

Miles started shouting it out, gesturing at the sky.

"I mean, really? Rhino? Ganke told me he's THE canon fodder villain!"

He quoted his friend, closing his eyes as he attempted to emulate his geeky friend.

"Whenever a story needs a fight in the beginning so that no one gets bored while the actual stuff happens, Rhino is plopped out!"

Miles opened his eyes and continued to march near a certain house.

"I mean, who loses to RHINO? Apparently, me! Some Spider-Man I've turned out to be!"

He held his face in his hands, embarrassed, ashamed and disappointed.

Just two weeks ago he had saved the multiverse.

You'd think a guy would stay consistent!

At the very least, you'd think he'd get better!

He leaned on the fence, looking down at the crumpled leaves and feeling down in the dumps.

A broken leaf floated in the wind, it's shaky structure seemingly bidding him farewell as it got swooped up into the sky and far away, god knows where.

Somehow, that leaf felt more useful than he did.

It probably wouldn't lose a fight to THE RHINO!

Miles sighed wearily and he fiddled with his thumbs, the sky now the focal point of his eyes, which stung with small tears.

"Peter… What am I going to do?"

He rubbed his eyes, the fatigue and injuries he had sustained catching up to him.

He was going to need some damn good medical care.

"How can I stop Doc Ock from rebuilding the super collider…"

Jesus, he had forgotten about that one!

That was major!

He face palmed, failing to believe the day he was having.

And he thought the Parker Luck was a myth!

"Great. Just great."

He threw his arms up in the air, frustrated with his predicament.

"How am I going to stop another super collider and a hyper competent nut case genius lady when I can't stop the freakin' Rhino?"

He suddenly slipped on some of the leaves on the ground and fell right on his butt.

Great.

Now gravity and leaves had teamed up to kick his butt!

It was like reality had decided that today was International "Give Miles More Reasons To Feel Useless" day!

He rubbed his sore behind and, eyes narrowed in pain, looked up at the doorway he was in front of.

He was suffering massively.

Thankfully, he knew someone who could help with physical AND emotional pain.

He limped onto the doorway (apparently, his leg decided that it felt terrible NOW) and with some effort, he rang the doorbell.

As he waited for the occupant of the house to let him in, Miles took a deep breath to calm down.

He straightened his hair and he slapped himself a bit.

"Calm down, man. No need to panic. So you lost to Rhino, Doc Ock is out there trying to rebuild the super collider and you might have some serious clinging issues with your spider-family…"

"Might?", they all questioned him with raised eyebrows.

"Ok, make that definitely.", he remarked to himself.

He breathed again.

"Doesn't mean your life is over. Everything is ok. It's going to be ok. Ok, ok, ok."

The door opened, and Miles was greeted with a familiar face, kind and loving eyes staring back from a weathered face.

May Parker may have lost her nephew, but she had gained another in the form of an unsure but brilliant Brooklyn boy.

And hell would freeze over before she'd let him go!

"Good evening, Miles!", May greeted, a warm smile greeting him.

Her grey hair was as oddly frazzled yet well kept as ever, as if to project the odd balance of quirkiness and seriousness she had molded over the years.

"How are you this fine…", but May couldn't finish as Miles stormed in, untied sneakers spreading dirt onto the floor and arms flailing wildly at all sides.

"I LOST TO THE RHINO!", Miles shouted, reverting to his rage and resentment from before.

May smiled softly but sadly as the teen collapsed onto the couch with a thud, arms already crossed and self protective.

"Hoo boy. That's going to do a number on that old confidence."

"Ya think?", Miles projected. "And I have so many other bad things to tell you about!"

May picked up a broom to sweep up the dirt as Miles looked at her and realized how rude he had been.

He got right up and went over to help.

"Oh, man! Sorry, May, I wasn't thinking…"

May laughed warmly, a nostalgic smile on her face.

"Oh, Miles, don't apologize! Peter did it ALL the time!"

She swiftly removed the dirt from the premises as she continued to fill Miles in on the detail from her earlier days.

"Peter would storm in, mad at himself for not being this perfect man, and he would spread dirt, mud, grime, leaves, blood… One time, he even walked in with two whole coconuts around his feet.", she remembered, an odd but amused expression on her face. "He refused to even explain that one!"

Miles couldn't help but chuckle at the anecdote.

He then smiled sheepishly and rubbed the back of his neck, feeling a little small now. "I guess I have at least one thing in common with Peter."

May ruffled his hair and gave him an encouraging look as he cleared the final particles of dust. "Miles, dear, you have a LOT in common with Peter."

She led him to the couch and sat him down, the cup of cocoa she always had ready for him already sitting on the table, still brewing hot.

He took a conservative sip as she continued her little pep talk.

"You're brave. Intelligent. Responsible. To a fault!", she remarked, meaning every word.

She smiled softly at him, making him feel at home.

"You and Peter also made a ton of mistakes. And you will continue to make them. But you're going to have to accept that."

Miles nodded silently as May finished her point.

"Spider-Man isn't perfect. You're not super-humans. At least, not completely. What will make you a worthy successor isn't how many times you fail, but how many times you fail, and still get back up."

She gripped his shoulder, as if to add a weight to her words, a final sort of push to get Miles to see the error of his ways.

"This is the first of many hurdles, Miles.", she said softly. "Are you going to stay down because of the RHINO, or are you going to get back up?", she clenched her fist and pumped it in the air, raising his enthusiasm.

Miles got up with his hands on his hips like a traditional hero and proudly declared "I'm getting back up!"

Suddenly, he remembered the terrible development he had learned of today and he collapsed back down, his body weighing down on the ancient couch cushions.

"Oh man! I can't believe I forgot to tell you this!"

"I can.", May said jokingly, another Peter memory resurfacing.

She put down her mug of mint tea and she gave him an all too knowing look.

"Vital villain plan intel forgotten due to teen angst?"

Miles gaped at this.

"Wha? How did you? What?"

May laughed softly, her hand on Miles' shoulder.

"Miles, dear, what did I tell you? I've seen it all before!"

Miles fiddled his thumbs, like a boy waiting to see if he was in trouble. "May, this is serious! Doc Ock is planning on rebuilding the super-collider! Thankfully, she didn't find anything in Oscorp, but she's still trying!"

May nodded, understanding the situation.

"Yes, yes. I saw this coming."

May stood up and looked at the time.

"Cookies should be ready soon. You want to help me in the kitchen?"

As May and Miles entered the kitchen, a room filled with bright yellow walls, a kitchen counter, sink and oven surrounding most of the room, an egg shell white refrigerator and a spotless ceramic floor with spotted tiles, Miles' mouth dropped once again from the info bomb he had received.

"…Why aren't you panicking? I feel like you should be panicking, but I'm doing all the panicking, which hardly feels fair. I'm pulling all the panicking weight! Did you not read the panicking manifesto? "Panicking should be shared by the masses, not entrusted onto a single person"!", Miles ranted, panicking.

May shook her head as she opened the oven with her mits and breathed in the wafting and soothing chocolate smell that emanated from the baked goods.

"Miles, dear, did you really think that Liv was going to sit down and play nice until the police came to pick her up?", May asked as she quickly equipped her oven gloves and took out the cookie tray.

Miles paused to think, reaching for a particularly scrumptious looking cookie.

He personally loved the ones with more chips in them, and he never understood those who loved the crunchier ones.

The quality is in the chips, peeps!

Learn it, live it, love it!

"I… Didn't think of that."

May spotted the attempted thievery and she playfully smacked his hand away.

"Well, it is to be expected. Dangerous, but predictable."

She checked her watch, and, seeing that the time was right, carried the tray to the living room, Miles following from behind her.

They sat down on the couch again, and May handed him the cookie he was so interested in from before.

As Miles happily ate his treat up, May continued her explanation.

"Now, I do agree with you that this is incredibly important. But you may have forgotten that you are just 14 years old. You need to sleep and go to school and hang out just as much as you need to fight crime and be a friendly neighborhood Spider-Man."

She looked at him encouragingly.

"Rest, relax, Liv isn't going anywhere. Tomorrow, we'll deal with her. But right now, you need to recharge."

Miles softly nodded. He didn't want to let his responsibilities as Spider-Man down, but he knew that overworking was the worst choice he could make.

He'd let more people down like that, anyway.

May's slightly shaking hand gripped Miles', and he held back. May was such a comforting presence for the boy, and he felt just as home.

She was like the aunt he never had.

…

Or like the uncle he once had.

The uncle he had lost.

Miles closed his eyes as he heard him again.

"_No Miles. I'm sorry. I wanted you to look up to me. I let you down, man, I let you down. You're the best of all of us, Miles. You're on your way. Just... keep going... just keep going..."_

…

How could he be gone?

Miles took a deep breath, knowing the pain wasn't necessary.

He was on his way, right?

It was going to be ok.

May silently smiled at him.

"Ok, enough moodiness. Let's see our collider!", she proposed, bringing a smile of excitement onto Miles' face.

He whipped out his bag, and emptied the contents on the table, papers, machine parts and diagrams falling out, including a wrapped lunch he had forgotten to eat and Ham's mallet.

"So, I worked a bit on the diagrams at school…"

May gave him a sly look, raising an eyebrow.

Miles shook his head humorously.

"Obviously at recess!"

He then lowered his voice.

"And maybe also Phys Ed."

May tutted as she sorted through the papers, examining the calculations Miles had doodled across his papers.

They were as scattered as his mind.

"It's not like I need the exercise! I'm getting pretty cut!"

May laughed and flipped over a page, her eyes widening for a second before settling back, finding herself in an old but familiar situation.

"Anyway, I think we should work on the safety procedures. We want a safe super-collider, one that allows us to see my spider-family again with no problems…", Miles continued, his head deep in his backpack as he searched for anything else that could be useful.

But as he removed his head from the backpack, he saw May's smile as she held a piece of paper in front of him.

"I assume that this is the "romantic" procedure…"

Miles only needed a second to snatch the piece of paper and web it to the bottom of the backpack, his face as red as a certain wall crawlers costume.

He waved his hands in front of her face, trying to jedi mind wipe her.

"These are not the procedures you're looking for…"

May chuckled and, having swiped his phone from him while he wasn't focusing, shoved an image of a certain blonde spider from another another dimension into his face.

"No, but this is definitely the girl you're looking for!"

Miles blushed wildly at seeing Gwen staring at him, with her cocky smile and her great hair and her sky blue eyes that penetrated his soul…

He swiped the phone and webbed it onto the back of his backpack as well.

May smirked, sitting in front of Miles with her arms settled on her knees.

"That is a lot of web fluid being used for what you claim is nothing serious."

Miles sighed, resigned to his defeat, and he settled back onto the couch, shoulders slumped.

"So I may like her…"

"May?", May questioned.

Miles looked back and shrugged.

"Fine, I like her a lot, 'kay? But I don't know if it's going to work, you know? She's so cool, and hardcore, and capable and…"

He sighed.

"And I'm me, you know?"

He frowned, his spirit sagging again.

"How could I ever be good enough for her?"

He whispered the final part.

"For them?"

May caressed the poor boys face, hoping that she could help him feel better.

"Miles, you're way too worried about everything. Just calm down. Tomorrow is a brand new day. You'll feel better, you'll see!"

Miles smiled softly back, feeling the weight lifting from his shoulders again.

May just had a way with words, it seemed.

Probably why Peter trusted her so much.

"And besides", May continued. "I'm sure Gwen likes you more than you think she does."

Miles felt easier hearing this. May had a good point.

Maybe he was overthinking it.

He sighed contently and rested his head on the right side of her body.

"Thanks, May."

May kissed the top of his head.

"Any time."

Suddenly, the television (that had been playing some boring infomercials about some No prizes) blared up to remind Miles of some very annoying events.

"Good evening, I am Betty Brant for the Daily Bugle, and with me is local cop Jefferson Davies."

Miles' Dad looked tired, but satisfied with the good work he had done.

"Officer Davies, can you inform me of the scene that occurred here earlier?"

He straightened himself and spoke into the microphone after Betty motioned it over to him.

"Well, it was actually quite the easy operation: We saw the Rhino outside of Oscorp, and we used our special Rhino tazers, because… Well, mam, to be blunt, he's the Rhino. Anyone who fails to stop him is quite frankly, publicly shamed and kicked out of the force."

Miles groaned.

THE RHINO?!

* * *

Alchemax Laboratories, Brooklyn.

Night has fallen and the building is vacant.

Except for one particular occupant.

The all too familiar whirring of tentacles moving in space could be heard as Olivia Octavius entered her main office in a huff.

A tired, exhausted huff, it must be mentioned.

Today was, frankly, disappointing.

She closed the door, and, with the aid of her upper right tentacle, rubbed her right temple.

"What a terrible day.", she empathized the adjective, suffering from the days catastrophes.

She let the tentacle rest.

"Thanks, Flo. You take five.", she ordered kindly, and she then instructed her other tentacles to follow different instructions.

"Larry, turn on the lights. Harry, turn the TV and Computer systems on. Moe… Coffee, 4 sugars, add some of that… That coconut milk, ya know? And don't screw it up this time!"

The lights switched on, bathing the room with sunlight and revealing the interior of the office: The white walls and desks, the large and wide computer that proudly displayed the messiest desktop ever (Liv loved to brag that only a genius like her could work in such adverse conditions), blueprints and diagrams and assorted papers all related to the super-collider, all scattered all over the room like a conspiracy wall.

Oh, and an actual conspiracy wall.

While Liv didn't have massive plans or anything, she did have a plan: She was going to find other people like her in the multiverse.

Her reasoning: The world lacked…

What was the word?

"Yes, as you can see, The Rhino has been arrested yet again by our brave and bold boys in blue!", J. Jonah Jameson, Daily Bugle host, blared loudly from the TV screen, looking as grizzled and enraged as ever.

He turned aside to an unseen Robbie Robertson, wearing a yellow suit with suspenders, holding a clip board.

"Boys in blue? That still PC?"

Robbie shrugged.

JJJ sighed wearily.

"Whatever. Anyhow, to absolutely no one's surprise, Spider-Man proved totally useless! Just another menace playing hero!"

"Ah. There we go!", Liv said, snapping her fingers.

"The word was competence."

Liv chuckled to herself as Moe handed her the brewing mug of coffee.

"Oh, poor Alexander… Thanks, Moe, terrific job.", she took a sip and she went over her wall, correcting measurements.

"You had to take the fall. You weren't…"

She bit her lip as she emphasized the damning analysis of her former partner.

"…Good enough."

None of them were, really.

A bunch of thugs, mugs, crooks and cronies.

With the occasional mad man.

"Where were the geniuses?", she lamented. "The people of science? The visionaries?"

Was she really the last one left?

And that includes Spider-Man!

"Oh, he sickens me, Flo!", she told the upper right tentacle, which had begun to massage her back.

Liv moaned in pleasure.

"Yes, yes… That's the spot!"

She fixed another glaring problem.

Not good enough.

Even she wasn't good enough.

…

Sometimes.

"But that Spider-Man! He really gets on my nerves, you know?", she ranted, throwing her arms into the air, spilling some coffee, that Larry quickly wiped out with a mop.

She sat on her chair, making it spin a little in the process, and, settling down, her back hunched and her eyes fixed on the prize, she opened multiple documents and quickly sorted through them, hacking into corporation after corporation, looking for intel.

It was like child's play for her, so she simultaneously organized some notes with Moe, cooked some calamari with Larry, played a game of solitaire with help from Harry and sipped her mug of coffee with Flo.

She also continued her rant about Spider-Man, since she could.

"As I was saying… Oof, I'm all over the place today. Anyway, as I was saying, that Spider-Man! I mean, back then, he seemed strong, right?"

Her tentacles all nodded yes.

"Right! He did a damn good job! Knocked me out with one punch!"

She browsed through Baxter Building files, but there was nothing.

"Richards, that simpleton. I told him the negative zone is peanuts compared to this!"

She sniffed the air. Calamari should be finished soon.

"But turns out, when the going gets tough, he can't take on the Rhino! Or a villain who is barely trying!"

She crinkled her nose in disgust, offended by the lack of respect.

"Where's my challenge? The original Spider-Man would be all over me! I probably wouldn't have escaped today! If you can call that an escape!"

CRASH!

Darn, she had to stop ranting with a mug in her hands!

"Clean that up, Harry. Solitaire will have to wait."

As Harry cleaned up the mug, Liv hacked into Stark Enterprises, but again, she found nothing.

"Stark, that coward. Concerned with safety over the power of gods!"

She got up, almost fuming, as her third hacking program began to install.

She paced around the room, her tentacles following her and waving all over the place, reflecting her mood.

"I have no real challenge! How is that fair? A genius like me should be facing true obstacles! Otherwise, my actions are but mere gestures of generosity, not acts of power and brilliance!"

She gesticulated like crazy, red in the face from the insult that was Spider-Man!

"I am Doctor Octopus! My genius is a gift to mankind! Where is the great hurdle? That boy? Pah! Don't make me laugh! He's no Spider-Man!"

She glanced over at the one picture on the wall that had nothing to do with the super-collider.

"There is only one Spider-Man… And he's dead. Sadly… It couldn't be my divine pleasure to rid the world of him."

She caressed the picture of a grown man and a young woman, looking at prototypes of sustainable power reactors in the old Oscorp building.

She seemed to get emotional, her previously contorted face now oddly calm and at peace.

There was an intensity, an emotional intensity to her feelings, but it was a quiet one.

One that had learned to endure the pain.

She withdrew from the picture, showing her respect to the individual inhabiting it.

She turned and sat down, leaning back on the wall.

"…I must build that collider. But… I can't do it… Alone."

She practically had to spit out that last word.

She hated depending on others. She rarely hired minions, and when she did, she hired fall guys.

But if she wanted this to work…

If she was to save the world…

She was going to need an actual partner.

Someone who was smart enough to help her construct the collider, someone strong enough to help her collect the parts, and someone generous enough to help her make the world a better place.

But unless she cloned herself (and Liv would never resort to that… Again), she didn't have a partner.

No equal could be detected in her mind.

She had no match.

In a way, it furthered her point: She was truly the best.

But it was lonely at the top.

She needed a fellow mind.

If she was to finish his…

Her work…

She'd need a…

A…

Suddenly, her phone rang.

Flo was busy soothing Liv, so she sent Moe to pick up the phone.

Meanwhile, Larry made sure the Calamari wouldn't burn, and Harry came back with glorious news: Hardy Foundation had certain parts for a possible collider.

As Liv smiled reassuradley from the good news, she picked up her phone and changed her demeanor: Gone was the intense, passionate, cold and calculated savior, now came the adorkable, energetic and excited celebrity scientist and head of Alchamex.

Her goggles slipped off and her glasses came on as she chirped a friendly hello.

"Nat! OMG, I am SOOO excited to hear your voice! It's been…"

She stared around at the messed up room, stacks of papers falling down from a desk.

The calamari pot made a worrying boiling bubble sound.

"…A long day."

As Liv let her hair bounce out with its wild curls, the voice from the other side transmitted its message.

"A ha. A ha. You don't say? Wait… You want me to come and…"

Liv closed her eyes to focus.

This…

This school thing…

It was…

Bad timing, perhaps, and it would interfere with her intended heists…

But she could find her…

Protage.

In a way it was…

"Sounds…"

Her face twisted into a sinister smile.

Liv was gone.

Doc Ock was back.

"Perfect. I'll be there tomorrow, no doubt! Kisses!"

She hung up and got right up, her tentacles looking into the distance as she did.

"It's ok, Uncle…"

She closed her eyes, a genuine smile on her face.

"Mankind will be saved."

She took a deep breath.

No matter how long it took…

The multiverse was hers.

And some brilliant little student was going to help her do that…

* * *

"Gwen! Oh man, it's been so long! I've… I've really missed you. Like, I thought about you all the time and…"

Miles sighed.

"Terrible. I sound so clingy. Let's try again."

He turned his back, closed his eyes, took a deep breath, and turned back, now leaning on the wall, trying to look cool.

"Sup, Gwen? I'm doing great, you know, really looking cool out there. Didn't lose to Rhino once…"

Miles slammed his head on the wall.

"Cut!"

He turned back, now pointing his fingers at "her", a ridiculous grin on his face.

"Gwen? You're here? I didn't even notice. I guess you could say I didn't… "Spy-you-there-man"?"

Beat.

Miles held his head in his arms and screamed.

Quick cut to Miles, attempting a cool grin, doing the shoulder touch, and doing his best to emulate a deceased uncle of his.

He put all his effort into it and he let it out.

"…Hey…"

"Miles, that was the worst one yet."

Ganke, Miles' roommate/new BFF/Total geekazoid and proud, brandishing a ratty and disheveled second hand blonde wig, shook his head playfully and resumed his fanfiction writing.

"Dude, come on!", Miles said, his hands waving in fake protest, a goofy grin stretched on his face. "That's the best one!"

"If that's the best one, then you're as misguided as the "Clone Saga"."

Miles whacked Ganke's head, prompting Ganke to rub his head and pretend to whine.

"That was a low blow, dude."

"It's true! Who taught you that?", Ganke asked, the darkness of the room broken by the black-orange background of GroupieStories.

Miles turned, now ready to defend his uncle.

"My uncle Aaron, and he knew what he was talking about!"

"Did he have a love interest?"

Miles was about to answer, when his wagging finger dropped and he contemplated it.

"…Jesus, I think you're right!"

"Point Ganke.", Ganke pumped his fist like a bellend, spinning his computer chair and nearly breaking his mug of cocoa.

Miles shook his head lovingly and, spidey flipping up to the bed, etched a point to Ganke on the points board they had over their bunk beds.

Miles was leading, but Ganke was catching up, which Miles wished could be his biggest concern.

As Ganke finished his stupid dance with a dab, prompting another eye roll from Miles, Miles resumed his defense of the move.

"You know, Gwen found it funny by the end of the mission. I bet you that she'll love it! It's a callback! A running gag, if you will!"

Ganke typed like his fingers were dancing, reflecting his usual mood.

The smart yet goofy teen was light at heart, happy go lucky in a world of stress.

He figured that the way to deal with it all was to smile and not stress the details.

So far, it was working!

He wasn't lonely anymore, for example!

"Listen, Miles, that will only work in your dreams! In your fanfictions!"

Miles scoffed, preparing a friendly jab.

He leaned over Ganke's chair and pointed at the screen.

"It's way more realistic than your stuff!"

Ganke looked up, annoyed. "Dude, real low blow. You loved the symbiote one!"

Miles leapt up without looking and flopped down on his bed, hands behind his head.

"Dude, I did like it, really."

Ganke smiled, happy for the approval. Miles was his go to for everything, and they had spent many hours going over his stuff. Miles' jokey-real commentary had helped a lot, and they had pleasant memories of the reading sessions.

Miles wasn't finished, though. "That doesn't mean it would ever happen, though."

Ganke rolled his eyes as he turned with his chair, defending his storytelling. "Miles, evil goo isn't totally out of the question, considering the reality we live in!"

Miles laughed softly. "Yeah, I see. I better be careful next time I pass "Gucci"."

He pretended to be scared, pointing at an invisible symbiote, his face contorted in horror. "Oh no! The leather jacket wants to be a metaphor for addiction! I'm evil now! Bad leather! Bad!"

Ganke couldn't help but laugh as Miles continued his attack on the evil leather jacket.

"Ok, ok. It is a little silly."

Miles looked at Ganke with soft eyes, wanting to comfort his friend.

"I really did like the story, man."

Ganke smiled genuinely, knowing it was true, but happy for the affirmation. "Yeah… I know."

Seeing the time, Ganke shut his laptop and enveloped the room with darkness again.

He climbed into his bed, Miles busy taking his costume off.

"Say… The Rhino didn't hurt you too badly, right?"

Miles sighed, really not wanting to remember this now. "Dude, too soon, ok?"

But when Miles looked down, his feet sticking from the left edge of the bed, his body turned to Ganke, he could see that his friend wasn't joking.

Real concern could be seen on his face, and Ganke seemed serious, which never happened, so Miles knew that this wasn't a barb.

He smiled reassuradely, and patted the boys head.

"Buddy, I'm a ok. A little embarrassed, true, and a little sore around my butt, but outside of that, I'm going to be ok."

He thought of Uncle Aaron and smiled nostalgically.

"I'm… On my way."

Ganke smiled, now calm and reassured.

"That's a relief."

Miles went back to his bed, and he started to close his eyes, hoping to recharge after the looooooong day he had had, when Ganke suddenly opened his mouth again.

"Dude…"

Miles opened his eyes, and threw a pillow at Ganke, before webbing it back up.

"Spider-Man needs to sleep too, man. I'm only human… Or, well, super-human."

Ganke ignored the joke.

"…Don't worry about Gwen. You'll figure it out."

Miles was taken aback by this, but he didn't agree.

"I don't know. Evil goo is probably more likely than that. Like…"

He looked up at the ceiling.

He could swear he could see her again.

And he could almost hear her again, calling his name, looking so…

Amazing.

"Are you sure, man?"

Miles couldn't see it, but Ganke nodded his head defiantly.

"Dude, you're, like, the coolest guy I know. And that's without being freakin' Spider-Man! You gonna be more than fine!"

Ganke turned on his side and prepared to fall asleep.

"And if she doesn't like you for who you are, then she's a total idiot, plain and simple!"

Ganke nodded off, and Miles laughed quietly.

"Wow…"

Miles smiled as his eyes drooped.

"Tomorrow is another day, Miles. Just take the leap.", Peter said from the depths of his mind.

Miles closed his eyes, but not before expressing his worries once again:

"…I'll try."

He sighed.

"But am I enough?"

* * *

DING! DING! DING!

The bell rung, and the students of Visions Academy rushed out of the classroom, like some sort of animal stampede.

Notebooks were smushed into overflowing backpacks, phones were immediately flipped out into action, bubble gum was popped and smacked, and a flurry of student uniforms escaped the prison of their youths.

Everyone except for Miles.

Not that he was supposed to leave (as he would soon find out), it was just that he really wanted to reconfigure certain equations in his diagrams.

Tongue sticking out as he erased, and "Here Comes Trouble" by Chronixx blasting in his ears, Miles had so much going on in his mind.

The events of yesterday kept playing in his mind: How he had failed to beat Rhino and Doc Ock, the fact that Doc Ock is trying to rebuild the super collider, May and Ganke telling him he's going to be ok. He had even heard that there were injured civilians from the attack yesterday!

People were in the hospital because of him!

Not to mention the constant reminders of Gwen…

A blond girl in the Visions school uniform passed, smacking her bubble gum, and for a second, Miles was going to leap up and hug her, before realizing it was someone he didn't recognize.

Unfortunately, he had already stood up, arms stretched and he had to play it off as nothing, what with the girl raising her eyebrow and judging him intensely.

"…What are you doing?", she asked, her voice as cold as the bodyguards mini fridge beers.

Miles stammered and coughed up a pathetic excuse.

"…I've been taken over by evil goo from this Gucci Jacket I bought."

The girl laughed mockingly and left.

"What a weirdo!", she ennounciated sharply to her friends.

Miles sighed, and sat back down.

He was a mess, plain and simple.

He was missing his spider-family way too much, no one's advice seemed to calm him down, Uncle Aaron's death was still weighing on him, Doc Ock was rebuilding the collider, and just for good measure, he was lacking in confidence yet again.

Miles shook his head and rested it on his desk, feeling lost once again.

It wasn't that he didn't think he could be Spider-Man: He had gone through that. He knew he can. He knew he had to.

With great power, comes great responsibility.

But great power didn't ensure great performance!

People were getting hurt, because Miles still needed guidance!

Miles was only two weeks old as a hero anyway!

He was still making rookie mistakes, he was still struggling to adapt, and he was still…

Miles looked around at the virtually empty room, soundless and joyless.

…

He was alone.

Sure, he had May, Ganke, his parents…

But they didn't really get the Spider biz. Not even May!

"It's not that I don't want to take the leap!", Miles thought, feeling the disapproval from other universes.

"It's just that… How can I take the leap if it means nothing? I need some more help! Some more guidance!"

He lifted his hands in prayer, begging for someone to help him.

"I just need a bit! Please!"

He felt that he was getting emotional, and he covered his face with his hands.

His voice cracked quietly as he finished his cry for help.

"…I don't want anyone to get hurt. Please… I just need a little more help."

Suddenly, as if to answer his prayer, Ms. Natalie Calleros, Miles' science teacher, entered the room.

Notoriously tough on all her students, Ms. Calleros had taken particular notice of Miles.

She could tell that he had potential, and she never relented on pushing him to achieve his potential.

In some ways, it was just what Miles needed: Someone who was not willing to give up on him.

But Ms. Calleros may have gone too far this time, considering the guest by her side.

"Mr. Morales…", Ms. Calleros called, smiling proudly.

Miles looked up, taking one ear plug out.

He did not need this now.

"Uh, Ms. Calleros, can you wait a moment? I'm trying to recalculate some figures here, and…"

Miles suddenly stopped, and his eyes widened in horror.

His face contorted with shock, his palms couldn't decide on clenching into a fist or extending with fear, and his heart began to beat rapidly as his sweat glands ensured the need for a shower today.

As the figure approached him, towering over him with her presence that seemed to imply safety, but in reality, meant danger, Miles shrunk I his seat, feeling even smaller now.

Her smile looked sweet to Ms. Calleros, but Miles knew its true twisted nature, and it would haunt his nightmares for years to come.

"Mr. Morales, this is your mentor for the next month. You'll be working with her at Alchamex for the aforementioned time period, and she'll be helping you I advancing to the next level. I want you to pass first semester, and this is the key to your future!", Ms. Calleros explained, still missing the point.

The scientist extended her hand, and Miles, trapped by social norms, extended his hand to shake hers, feeling her sharp nails, that seemed to be considering whether they should dig into him or not.

Miles gulped and breathed heavily in horror as Ms. Calleros finished introducing the woman.

"Miles, meet Dr. Olivia Octavius!"

Dr. Octavius laughed that fake, peppy laugh and almost like an aunt, she waved her hand to signify her rejection of the formality.

"Nat, come on! So stuffy!"

She smiled evilly at Miles, her true form revealing itself for a moment.

"We're going to be friends! So please…"

As her smile widened, Miles' terror grew.

"Call me Liv…"

As they finished shaking hands, Miles knew:

Losing to the Rhino was the least of his worries.

* * *

**AUTHOR'S NOTES:**

Hey, True Believers! Due to my obsessive and borderline unhealthy fixation on Easter eggs, and due to a ton of author's notes I'd like to share, every chapter will have a LONG author's notes section!

So, dig in as I talk about Easter Eggs and this chapter!

1\. Every chapter is titled after a scientific term, due to the very scientific nature of the story (it is called Ionic Bonds, which itself means a bond between oppositely charged ions). This chapter's title means an unexpected but very welcome discovery, at least, according to Doc Ock. Fun Fact: One of my best friends is named Serendipitacely, and he is definitely a serendipitous discover to me, if you are reading this, my friend!

2\. For those who didn't guess, those 3 kids in the beginning, in order of appearance, are Sam Alexander (Nova), Kamala Khan (Ms. Marvel, one of my all time favorite characters) and Amadeus Cho (The Totally Awesome Hulk). There are a ton of eggs, here, so let's go through it!

3\. Sam's design is mostly based on his Champions regular look, which I hope I got right. I'll admit, mostly know him from "Ultimate Spider-Man" the show (and he was terrible in that), so I hope I got him right in this.

4\. Kamala's design is based on her look in the very first issue of Ms. Marvel (VOL.1, 2014).

5\. The PBS Nova joke is an obvious one.

6\. Amadeus' design is inspired by his identity in another universe (the green hulk hiding behind the Amadeus lab coat), and is mostly based on his look in The Totally Awesome Hulk #1 Variant Cover.

7\. I think Doctor Banner is obvious. In this universe, I decided to keep Amadeus' tragic origin (his mom died), but to give him an adoptive parent/mentor in Bruce Banner (who, like all other characters in this who aren't spiders, doesn't have powers). It seems to be the canon in Into The Spider-Verse, so that's what I'm following (but who knows? I might one day use these three kids in the future!).

8\. Again, the non-lethal gama research speaks for itself.

9\. Amadeus choosing R.O.B is again, self explanatory.

10\. Ok, so even the fighting styles aren't accidental: Sam is raising a fist 'cause he loves a fight, but he is also protecting his friends, since he's not a jerk, and deep down he cares for them. Amadeus is no fighter in this form (since he has no Hulk form), but he is puffing up his chest because he's no jerk, and also because he has to appear imposing. And Kamala, brave incredible Kamala, always ready to fight for her friends and put herself in risk for the world, pushes them aside so they can't possibly be hurt, and raises both fists, ready for the fight for justice.

11\. Kamala being told she thinks she's Captain Marvel is… Well, also obvious. To those who don't know, she's a big Captain Marvel Fangirl.

12\. THWIP for those who do not know, is the iconic sound effect of Spider-Man's webs.

13\. Good Noodle references "New Student Starfish" of the legendary Spongebob Squarepants. Stephen Hillenburg is my biggest inspiration, so I try to include in nearly every single work a reference to his show.

14\. Spectacular and Sensational are Spider-Man comic titles and frequently used adjectives. I would have used Ultimate (since that is Miles' adjective in the comics), but since it didn't slide off the tongue that well, I changed it to Amadeus' adjective as the Hulk, which to be fair, would be his highest praise in adjective form.

15\. I also chose Sam, Kamala and Amadeus since they all share close friendships with Miles, and they all are on the same super team, Champions.

16\. Amazing, I believe, is a reference to Spider-Man's main adjective, but it was written a while ago, so I might be remembering it wrong.

17\. Miles saving a girl from a fire is a reference to his first ever heroic act, when he did the exact same thing in "Ultimate Spider-Man" #3 (2011).

18\. Miles fought Electro (his first villain) in "Ultimate Spider-Man" #5 (2011).

19\. Turns out that Miles' first appearance was in "Ultimate Comics: Fallout" #4 (2011), and he fought the Kangaroo, so that was a nod to his first villain.

20\. Miles fought Omega Red in "Ultimate Spider-Man" #7 (2011). I chose those villains as a tribute to his first 3 fights.

21\. The drones joke is a callback to "Into the Spider-Verse". Peter B. got hit by a drone in his montage.

22\. IPS is a "King of Queens" reference. And yes, I am serious.

23\. Bruce the Gargoyle was one of Peter's only friends in "Spider-Man: The Animated Series" (1990's), and it was one of my favorite concepts, so I had to give the guy a shoutout!

24\. The Foam Place was dissed on by Jefferson in the movie. I thought it would be funny and representative of development if he went there with Miles.

25\. I believe the construction beam is an subconscious reference to "The Amazing Spider-Man" (2012). You know, all the crane people? So that might be a reference.

26\. Taking the leap references the "Leap of Faith" line from the movie.

27\. I wasn't sure what to do with Harry, but taking a leaf from "Spider-Man: The Animated Series", I chose to have him and Lydia Hardy fight over the building. And yes, Felicia fans, she will be in the sequel to this story, but not as you know her. I have some radical plans I hope you will all like!

28\. My Rhino is a new version entirely, a soft hearted brawny guy who kind of wants to leave the criminal game. He has more to him than meets the eye.

29\. Mr. AZIZ! Yep, he's in this world. And Tobey of course is Tobey Maguire, the original Live Action Spider-Man. He was great! Not Tom Holland, but still! Jim was just similar to Joe, so I took it.

30\. Indigestion is another SpongeBob reference, "As Seen On TV" to be specific.

31\. And of course, Andrew Garfield is the second Live action Spider-Man. I feel like he could have been good with the right script, but man he was way too old!

32\. "He Stole That Guy's Pizza!" is a joke from "Spider-Man 2", the movie with Mr. Aziz.

33\. Dr. Lopez is Clyde's therapist in "The Loud House". Thought it would be a funny name drop.

34\. The Florist is a reference to a mistake I made. See, I thought that "Flowers for Rhino", a graphic novel, was about Rhino falling for a florist. It is not about that. But I loved the idea too much, so here she is!

35\. The heartwarming animal movie plot is a reference to "Free Willy" and Rhino Phone Home is from "E.T".

36\. "Nani?" is Japanese for "What?". Yeah, gratuitous anime reference, but I thought it was funny!

37\. The video games at Miles' room moment is based on a cute fan art I saw. Whoever made it, thanks for the inspiration!

38\. Fat Thor reference from "Avengers: Endgame".

39\. The "Removing Spider-Man's Mask" may be a reference to "Spider-Man: The Animated Series", since they used that cliffhanger A LOT, and the forced nodding is a "Jungle Book" (1967) reference. Thank you, Kaa!

40\. Amazing, Spectacular and Ultimate are, as stated before, Spider-Man adjectives. Ultimate gets special mention for being Miles' adjective.

41\. My Liv has a lot of Obake from "Big Hero 6: The Series" in her, so the "Disappointing" was a reference to one of his best lines in the show. "Big Hero 6… I was expecting you to find me sooner. Disappointing." Such a great line!

42\. Rhino is basically a canon fodder villain, so the joke meant sense.

43\. The leaf was slightly inspired by the leaf in the beginning of "Forrest Gump".

44\. The Parker Luck is a fan term for the incredible amounts of insane bad luck Peter (and other Spider-Men) have.

45\. The coconuts is a reference to The Tree. Considered to be one of the worst Spider-Man villains. And yes, he actually exists.

46\. The chips/Crunchy debate is a reference to one of the "The Secret Series" books by Pseudonymous Bosch. Remember those?

47\. Learn it, live it, love it is a Big Nate reference, I believe, and that was in itself a reference to "Fast Times at Ridgemont High". Ooh, that's like… 36 references. (Deadpool reference! Will the Easter eggs ever end?)

48\. Spider-Ham had given Miles a mallet in the end of the movie, and I thought it would be nice if Miles kept it with him at all times.

49\. Do I even need to say that the Jedi mind trick line is Obi-Wan's famous "These are not the droids you are looking for?" line?

50\. Another Another dimension was Gwen's term for where she was from.

51\. No Prizes are of course, a famous Marvel Comics tradition! They were given for guessing plot points and stuff. They are, of course, no prizes. An empty (yet genuine) congratulations.

52\. Betty Brant in my version is the one we've known for years: A reporter for the Daily Bugle. That's about it.

53\. The tentacles are named after the tentacles in "Spider-Man 2". Alfred Molina (Doc Ock) had named them during production. Flo was the motherly one, and so, she kept that trait here.

54\. It's not Spider-Man without JJJ!

55\. I've always loved Robbie, so here he is! He's based on my favorite version, the one from "Spider-Man: The Animated Series"!

56\. The calamari is self explanatory.

57\. The Baxter Building is Reed Richards (Mr. Fantastic) and the rest of the Fantastic Four's base of operations.

58\. Reed seems to go to the negative zone a lot, so I included it here.

59\. I love you 3000, Tony… And I always will.

60\. The cloning thing may be a dig at one of the most infamous and universally hated Spider-Man stories: The Clone sage. And for those thinking this is a plot thread, Liv killed her clone as soon as she realized it wouldn't work.

61\. Hardy Foundation is yet another reference to "Spider-Man: The Animated Series".

62\. Ms. Calleros' first name is taken from her voice actresses first name.

63\. Groupie Stories is named after , and the colors are the opposite of the colors on the color wheel.

64\. The Symbiote, is of course, Venom.

65\. Ganke and Miles' fanfic reading relationship is based on the one I have with my best friend.

66\. "Bad Leather! Bad!" is an "Emperor's New Groove" reference. "Bad Llama! Bad!".

67\. Uncle Aaron had told Miles that he was "On his way" in the movie, so that was why he said that.

68\. Amazing is an adjective!

69\. Song foreshadowing: The title is obvious, but the lyrics allude to a savior hiring people for his world saving mission.


	2. Opposite Coulomb Force

**Chapter 2 is finally out! Enjoy!**

* * *

Sitting on a "comfortable" seat, surrounded by grey walls and black floors, the subway and his life moving too fast for his own liking, Miles Morales, the "What adjective best fits the "Mom Pick Me Up I'm Scared" meme?" Spider-Man, was entering his private even from the government thanks to Peter from his earth's privacy system "Spider-Fam On This Earth" chat, mentally preparing for the unenviable task of telling May and Ganke that he was being mentored in science class by Doc Ock.

Mentored.

In Science Class.

By DOC. OCK.

Miles groaned. That Parker Luck thing seemed to be contagious.

A comic book cover suddenly appeared on the screen, depicting Miles and Liv staring at each other intensely, faces close.

The title read "Spider-Man: Miles Morales": "Ionic Bonds": "Opposite Coulomb Force".

Sighing, he returned his gaze towards the group chat history that was showing up on the screen of his cracked beyond reason phone.

Well, there was a reason, actually, but if his parents knew that, he could kiss being Spider-Man goodbye!

The worst part? That might actually save some people.

"Damn it, Miles, quit it!", Miles chided himself. "All this negativity is only making a bad situation worse!"

…

"Well, words? Work! There's a reason I used you!", Miles told himself, but unfortunately, it wasn't as easy as just telling yourself to calm down.

But how was he going to do this, to stop Doc Ock, to save people, to honor Uncle Aaron and his Spider-Fam if he didn't…

Miles shook his head, trying to shake the thoughts off, which continued to hang on to the sides of his subconciousness. "I don't have time for this! I need to take this one incredibly terrifying challenge after the next!"

Miles knew he had to tell May and Ganke NOW about this whole "Oops! "My Science Mentor is a Super Villain!" Disney Channel TV Movie situation, 'cause who else would know what to do right now but them?

…

Well, the other spiders, sure, but they're not here right now.

…

They're never here.

"Great…", Miles sighed again, feeling his warm breath on his slightly chilly hands. He put them in his pants pockets, hoping to warm them up a bit, but they still felt cold. "Now I'm thinking about that."

Deciding to focus on only one of the many things that were bringing him down, Miles looked at the phone, his text still waiting to be formed.

His digits hovered hesitantly over the keypad, the saliva getting stuck in his throat.

What was stopping him?

As if he didn't know.

"What kind of Spider-Man gets into this kind of stupid situation? How can I possibly get out of this? I bet you that Peter B. would know!", Miles said to himself, feeling a wave of disappointment wash over him again.

Most Spiders would just stop Doc Ock! Most of them would just fight him/her to submission, get the police to arrest them and be off on their merry way, probably letting out one last quip before winking to the audience.

And then the end credits would play, "to to do to do to do", and then there'd be a commercial break, probably for some crappy toy, and then there'd be…

Miles slammed his head backwards on the subway wall. What was wrong with him? Why couldn't he just be a regular, normal spider-powered superhero who fought weird criminals on a daily basis? Was that so much to ask for?

Miles looked back at the phone. He could avoid telling them. He could just try to ride it out, lay low and maybe then he won't feel like he faile…

Miles then felt his heart clench.

…

No.

"No, I'm not like that!", Miles said to himself, feeling a brave determination, the kind he only felt here and there but was always exhilarating.

"I may be many things, but I am NOT a liar… When it comes to Spider-Man stuff… With the people who know about it.", he corrected.

Miles narrowed his eyes, hunched his back, lifted his knees up to his chest, put his hoodie up, covering his hair and only exposing his serious expression as he typed away as fast as he could, trying his best to somehow explain the situation without devolving into a panic attack.

"If I don't tell May and Ganke…", Miles reasoned as he finished up his incredibly long message. "Then I'm putting people in danger. I can't stop Doc Ock alone."

He sighed, a sad feeling in his heart. "No matter how much I wish I could."

Finishing up his message, he nodded his head slowly and pressed send.

"There", he thought, lying back with his arms behind his head, acting as a makeshift cushion. "Now I wait."

He was sort of proud of himself!

He had managed to send the message despite his fears!

…

Wait, was that the easy part of today?!

Miles felt like he could cry or scream or both, with a side of hyperventilation, when suddenly "Sunflower" by Post Malone and Swae Lee blasted across all directions.

Miles looked up, embarrassed, expecting a few angry or annoyed stares his way, but to his misfortune…

No one was there.

His heart aching, Miles picked up the phone and stared at the new message that had been delivered, by Ganke naturally.

_WTF?!_

Miles had to admit: It was a legitimate reaction.

The three circles popped up, indicating that Ganke (or, as he was named in the chat, Spider-Roomie) was sending another message.

"Maybe some advice? Or a question…", Miles wondered.

Miles was not too surprised though to see the Joseph Joestar "OH MY GOD!" GIF.

_JoJo's references? Now?_

Ganke immediately replied.

_THERE IS ALWAYS TIME FOR A JOJO'S REFERENCE! BUT, MORE IMPORTANTLY, DOCTOR OCTOPUS IS YOUR SCIENCE MENTOR?!_

_…_

_DO YOU REALIZE HOW DELICIOUSLY DRAMATIC THIS IS? LIKE, DUDE, THIS IS MOVIE WORTHY MATERIAL! MAN, YOU HAVE TO LET ME WRITE A FANFIC ABOUT THIS WHEN IT'S OVER!_

Miles rolled his eyes, but a part of him couldn't help but smile at his roommate's penchant for lightheartedness, even at the most tense of situations.

It would have been nice to have that sort of chill worldview, but unfortunately for Miles, he wasn't Ganke.

He was himself.

_Look, man, this is serious! Ms. Calleros saddled me with Doc and I don't know what to do!_

All Miles knew was that May better send something, since he reasoned she was the only one with proper advice.

Especially 'cause Ganke's was…

_Miles, I know what to do! We hook May up with Doc Ock and she's so distracted by her raging emotions that she won't notice you kicking her butt!_

…Less than stellar.

Finally, May entered the chat with a less than amused response to this "plan".

_I may be desperate for new love, but not that much, Ganke._

Miles and Ganke of course didn't realize that there was so much more to that rejection than they knew, but right now, they had so much more to think about.

Like the fact that Miles' subway was arriving in just 5 minutes to Alchamax and that if he didn't come up with a plan soon, he'd be dead meat.

Let's hope Miles tells them that or…

_5 MINUTES?!_

Never mind. Our boy delivered.

Miles was starting to get stressed.

No, wait, that's wrong.

Miles was starting to get EVEN MORE stressed!

There, that's better!

Anyhow, Miles was breathing a little rapidly, watching the subway car approach its destination closer and closer, knowing that waiting from him beyond those automatic doors was the biggest threat to New York, scratch that, the multiverse!

Wait…

The entire multiverse depended on him succeeding?

"Jesus, brain! Why are you choosing now to inform me of this?!", Miles thought, panicking as he began to rock slowly.

He didn't notice that he was typing all his thoughts at the same time, though, so May and Ganke were very much present for his panic attack.

"Oh my god! If I fail, if I let Doc Ock get her hands on another super collider, not only is New York in danger, but so is my universe, and my school, and my mom and dad, and you guys, and the other universes, so that means Peter B. and Noir and Peni and Ham and Gwen and Gwen and Gwen and wait, that also means billions of billions of billions, maybe even trillions, no wait, quadrillions of people, an INFINITE number of people, who could all lose their loved ones, who could DIE because of me, because it was my responsibility and I couldn't save them because the education system obligated me to do this and I don't know what to do, I don't know what to do, I don't know what to do, I DON'T KNOW WHAT TO DO!"

But before Miles could get into the fetal position, he heard the notification ding.

He also noticed that all that was sent as a message.

"Great…", he thought as he covered his eyes in embarrassment. "Now they'll think I'm crazy!"

Instead, he found a sympathetic response from May.

_Miles, dear… You need to calm down and take a deep breath._

Normally Miles would have found this sort of response a little pandering. Of course he needs to calm down, he knows that, but it's not easy!

But Miles knew that May was saying this from the deepest place of her heart.

So…

He tried.

He took a deep breath, closing his eyes, air running into his nostrils, his blood slowing down, his heartbeat slowing down, his mind slowing down.

He took another one, and he could hear the faint sound of the subway train nearing to a stop.

He took a last one and he could feel his surroundings, his heartbeat, his tense back, his aching shoulders, his sweaty palms, his heavy eyelids and his overworked legs.

He opened his eyes, feeling a little calmer.

_Ok… I did it. I'm… Less manic._

May smiled from the comfort of her couch and she sent a reply.

_Good. Now, look at the whole picture: Liv doesn't know that you are Spider-Man and she doesn't know about the supercollider project you're making. This plays to your advantage!_

Miles hadn't considered that, but now, thinking clearly, he could definitely see that. In a sense, the ball was in his court now. And he had better stats than Doc Ock.

_You can spy and find out what Liv's plan is, and then, infiltrating from within, you could apprehend her!_

Ganke was definitely impressed.

_Damn, Miles! That's even better than the date plan!_

Miles laughed softly and sent a response.

_Ok… So, I just lay low, find out what I can, and when the moment is right, the moment I can prove that she's Doc Ock and get her arrested, I do just that!_

He was starting to get a little more confident. Maybe this could be done after all!

_You got it, dear!_

Miles sent a thumb's up emoji, and promised to send back info as quickly as he could, and, feeling a lot calmer, he stood up determinedly.

He strapped on his backpack tight, released his head from his hoodie, and, with his now tied sneakers, he confidently stepped out of the subway station into the main road that broke into the Alchemax forest, and, more importantly, into Alchamax.

Staring aside at the woods, Miles felt a wave of nostalgia wash over him.

Hanging with Peter B., exchanging jokes, actually LEARNING to web swing, learning that Gwanda was actually Gwen, and also Spider-Woman, and also from another another dimension…

It felt like an eternity ago.

And to Miles, it felt almost like staring at paradise.

How he wished he could go back to those days, which sure, were filled with terror and doubt, but were also filled with people who TRULY got him.

Not that May and Ganke didn't help, but…

He was still unsure, despite his newfound determination to ace this test.

And despite the fact that he nearly died about 4 times in this very forest, he felt way safer there than he did with…

"Miles!"

Garbed in her lab coat and thick tangled 3A Curls, ugly scarf and purple skirt, Olivia Octavius was a whole other creature to the Doc Ock Miles knew all too well: She wore a smile instead of a smirk, the weirdest color on her head was purple rather than red, and the craziest thing about her wardrobe was the scarf rather than the octopus arms.

In fact, if Miles didn't know better, he'd have put his money on the table that he would get along with this woman.

But, of course, his money was off the table because he wasn't allowed to gamble at his age.

Oh, and this woman has tried to kill him multiple times.

Also that.

As Doctor Octavius neared him, Miles instinctively braced himself for impact, his spider sense blaring at full alert.

But instead of a punch to the face or a kick to his confidence, Miles received something all together different…

A sloppy kiss on the cheek.

Miles could still feel the bits of drool on his cheek (ew!) as Doctor Octavius straightened her octagon glasses and beamed at him.

It felt odd…

And not just because of the attitude, but also because of her eyes.

Her smile said "Let the fun science begin!" but her eyes told a different story…

One that seemed not happy or evil but…

Sad?

As if they were covering a terrible truth…

"Sorry if I'm being a little overexcited, but I just can't contain myself!", Doctor Octavius said in a sing songy voice, shaking with excitement as she knelt down to look into Mile's eyes (she WAS taller than him).

Miles was too busy taking this all in and wiping the excess spit from his cheek.

Doctor Octavius continued being all fake cheery as she conversed with him.

"Was it hard to get here? You know I could drive you there instead of taking the subway?"

"Jeez, why is she being so nice?", Miles wondered, puzzled at this.

"Oh, wait, yeah, she has to keep her identity a secret too", Miles realized, nodding his head to himself.

One thing for sure: He could NEVER ride in her car.

"Oh, sorry Dr. Octavius but…"

"Liv.", Doctor Octavius insisted, booping his nose. "We're friends now, so call me Liv please."

Miles may have been incredibly uncertain about all this, and about himself, but there was only so much pandering he could take.

"Yeah, I think we need to establish a relationship first. It's not you, it's me, you know?", Miles said, his sassy spider persona showing up for a moment.

Doctor Octavius let out a fake laugh, you know, the one you hear a distant family relative make when they're gossiping with your mom, and she pinched Miles' cheek, prompting a sigh from him.

"Oh, you are too much!", Doctor Octavius said, and she began to lead him in. "Well, chit chat is nice, but we have SCIENCE to make! TO MY OFFICE!", she called, and she marched to the building.

As Miles got taken in, he took one last glance at the forest to his right.

He took another deep breath, trying to somehow calm down, as the devil took him from heaven to hell.

* * *

Miles knew that a place like Alcemax, home to not only one of the biggest super villains ever, but also to potentially hundreds of dangerous weapons, not to mention the birthplace of the super collider, would have some pretty heavy security.

It only made sense, a place like this needs some serious guarding.

"But", he thought, as he was being held upside down by a 6 foot, 235 pound Russian security guard with a penchant for smelling Miles' body, "This might be pushing it."

His very annoyed expression was contrasted by Doctor Octavius staring at him with her head tilted to the side, a smile on her face which Miles to the life of him couldn't tell if it was just genuinely innocent or gleefully mocking him of his current predicament.

"What's wrong, Miles?", she asked, seemingly unaware of the situation.

"Don't misunderstand, Dr. Octavius, but being sniffed by a guy who likes opening his buttoned shirt so I can get a good glimpse of his chest hair is hardly my idea of an educational time.", he said with a smug smirk.

He then looked back at the guard, who huffed nosily at this insult.

"No offense man, my pet peeve. I'm sure there are a bunch of weirdos out there who'd KILL to get sniffed by you. You'll find them, don't worry."

The guard threw Miles onto Doctor Octavius, who held onto him, and growled.

"I do not like this boy, Doctor Octavius. He smells innocent enough, but his words are too cocky for a person in his position."

Despite only being two inches taller than him, the guard seemed to tower over Miles, who was back onto the floor, finding Doctor Octavius holding him even weirder than tall, dark and deranged.

The guard stuck his face up close to Miles, eyeing every detail, absorbing it all.

"Perhaps Sergei should interrogate him… Just in case…", he said, and he seemed to reach for some sort of sharp object.

Miles gulped. This was getting a little ridiculous, no?

To his relief, Doctor Octavius actually came to his rescue for once.

"Oh, Sergei, that won't be necessary.", she said with a stare.

She seemed to transition into an attitude that Miles was way more accustomed too.

"This boy is… Essential, and it is of the company's best interests to keep him safe…"

She suddenly grabbed Miles by the shoulders and rubbed them, making Miles quite uncomfortable.

"…and sound."

While Miles silenced the urge to backflip Doctor Octavius to the ground and take her down, Sergei huffed again, but accepted the order.

"Whatever you say, Doctor Octavius."

He then stuck up close to Miles again, a suspicious and hungry look in his eyes.

"But remember, boy… Cross one line, break one rule, upset Doctor Octavius in any way…"

He then grinned maliciously, gleeful at Miles' clearly scared face.

Like it was all a game to him.

"And you are my prey, boy."

Miles backed off slowly, clearly freaked out but trying to save face by not screaming for dear mercy. "Ok… That was fun! We should do this again sometime, when I'm finally insane, huh?"

He then removed himself and Sergei saluted as Doctor Octavius left.

As they left Sergei, Miles looked over at Doctor Octavius and tried to crack a joke.

"Woah! Where do you get these freaks? Kooky Alley? I find Weirdo Grove way more bountiful with… Maniacs."

Doctor Octavius didn't respond, though, as she seemed preoccupied with a wall right now.

"…Doctor Octavius? Why are we stopping here?", Miles started, before feeling the confidence for another joke. "I mean, it's a nice wall, but…"

Doctor Octavius turned away from the wall, revealing a picture frame of a man, around his 50's, dressed up in a red sweater and grey training trousers, smiling warmly, almost reassuringly.

Miles didn't even know the guy, but he felt like if he did, he'd love to listen to his stories. His brown eyes seemed to contain a certain twinkle, and there was a feeling of safety that emanated from him.

The man had a pretty ovular face as well, and milk chocolate maple hair that was a little curly and frizzy.

But the most interesting detail was the 30 something year old woman standing next to him.

She was nearly as tall as him, which was truly staggering, considering he was easily 6 foot 2.

The man had his large hand on her shoulder, and she was laughing out loud, the life in her eyes bright and clear.

Clearly, he had told a very funny joke.

Or a very corny one.

Whatever the joke was, the woman clearly liked it.

But while Miles didn't know the guy, he felt oddly familiar with the woman.

She had slightly more organized hair, and no glasses, but that face, those eyes, that lab coat…

Could it be…

That it was…

"Ahem."

Miles turned to see Doctor Octavius look at him, but gone was the cheerful smile and bright eyes: Replacing them was an expression that didn't belong to Doctor Octavius or to Doctor Octopus.

In fact, Miles had never seen this face on her before.

It wasn't exactly angry… And it wasn't exactly sad.

The eyes seemed to well up for a second, as she wiped them.

There was puffiness, but also darkness to them.

Her mouth was twisted with a frown, but it was anyone's guess as to where it leaned more heavily: Melancholy or rage.

Her whole spirit was sagged, that's for sure, and one could tell that whatever the picture entailed in its origin, it was one that Doctor Octavius would not just share lightly.

Miles gulped as she passed him, saying nothing, but giving him a stare that definitely meant to NEVER ask about that picture.

"…Whatever that is…", Miles thought as he followed, taking one last glance at the picture as he rounded the corner. "It definitely means something to her."

Miles did find it interesting though: For the first time since they had met, Miles felt a genuine emotion coming out of Doctor Octavius that didn't curdle his blood.

It was… Oddly comforting to know that even Doctor Octopus had genuine feelings.

Who would have thunk?

As Miles entered Doctor Octavius' office, he couldn't help but feel a sense of dread. This place was one he was no stranger to: It was here that he and Peter B. had managed to obtain the Super Collider information onto a goober, and it was here that Miles had discovered that the seemingly innocent Olivia Octavius was in actual fact Doctor Octopus.

It wasn't just the office that was unnerving: Ever since they had seen the picture of the strange man with whom was surely Doctor Octavius, the aforementioned scientist had turned silent and cold, thoughts racing in her head.

As she locked the door, Miles started getting fidgety. He knew how dangerous and sadistic Doctor Octavius could get.

A terrifying thought made his blood run cold: Did she know he was Spider-Man? Was that why she signed up for the mentor program?

It didn't seem like the kind of thing she would normally do. Shouldn't she be out there, being illegal and stuff?

Miles began to panic. Was that a collection of knives in the mini-kitchen? Was that a plasma cannon that could dissolve his entire existence faster than his father's disapproval? Was that red goo in a jar dangerous?

Doctor Octavius, meanwhile, didn't even notice the teen's hyperventilation, too distracted by unknown events to acknowledge it.

She kept pacing up and down, trying her best to calm herself down.

"Keep it together, Liv. Keep it together."

She could see him, though.

She could see him leave.

And she could see herself lost forever in the spiral.

She was so angry…

And vengeful…

And forlorn.

And sad.

Emotions that she didn't have time for surrounded her, and Liv knew that she needed to relax and now, before she reveals personal information to a random schoolboy.

Her hands slammed down on the desk, startling the anxious Miles, who was now sure that she was planning to murder him.

While Miles slowly reached for the door, Doctor Octavius closed her eyes and imagined herself back with him.

He was showing her his newest invention.

She expressed doubt in her abilities.

He never did.

"Liv, you have managed to crack interdimensional travel. Not thinking about him for a few more hours should be a piece of cake.", she calmed herself down, imagining his large, all encompassing body holding her close, keeping her safe and warm, as he had done all her life.

"Speaking of which…", she reminded herself, now calmer and refocused, shaking her head to finish the job.

She then dashed off to the mini kitchen.

"Crap! The knives!", Miles thought, and, lost without his suit and gadgets, closed his eyes, bracing for impact.

Instead, he was met with…

"Cake?", Doctor Octavius asked, a spoonful of some already in her mouth.

Miles opened his eyes and was greeted with a deliciously moist and scrumptious chocolate cake, its dark coating a lot more welcoming than a collection of sharp knives.

Then again, what wasn't more welcoming than a collection of sharp knives?

"Well? You in?", Doctor Octavius asked, mouth full and spewing out crumbs.

She shook the plate, enticing Miles. "Trust me, I'll probably finish it if you don't act soon."

Miles knew that Doc Ock was not to be trusted.

He knew that she was a sadistic, cold and calculated sociopath.

But…

Cake was cake!

He gingerly took the plate, eyeing his slice with a bit of hunger. He had been so shocked by the reveal of his mentor he had forgotten to eat his lunch.

"Great. Another mistake to add to the list.", he thought, as Doctor Octavius went back to the kitchen and threw a spoon towards him.

His spider sense activating just in the right moment, Miles was able to catch the spoon with his mouth.

"Nice catch! I don't think I would have been able to do that!", Doctor Octavius complimented, before immediately backtracking. "Well, that's a lie, I could DEFINITELY do that, but still."

Miles removed the spoon from his mouth and started to dig in to his cake, enjoying its rich, creamy flavor.

"Lady may be evil, but she makes a mean cake!", he thought, a positive feeling arriving in his chest.

They were so few and far in between these days, which worried Miles.

He used to be so carefree.

…Were those days gone for good?

Would he ever feel relief?

Would he ever rest again?

"Miles, why are you still standing?", Doctor Octavius asked, waking Miles up from his concerns.

She pointed at the free chair in front of her desk, as she sat down on her chair behind the desk, twirling it slightly.

"As your mentor, I order you to sit on this chair and relax!", she said, clearly jokingly, but Miles could catch a hint of superiority, of a position of power emanating from her voice.

She even enjoyed the smallest orders, as long as she was in charge.

Miles still sat though (no reason to keep standing), and he continued to eat his cake.

"Ok, so far, so good.", Miles said, trying to encourage himself in the incredibly tense situation he was in.

He could see straight into Doctor Octavius' eyes, and he was… Concerned, to say the least.

But he would persevere!

"All I have to do is get her to choose ANY project but the supercollider, pretend to be interested, and ride it out until I can incriminate her."

Thinking it out loud made it sound a little easier, and, for a moment, Miles felt like he could make this work.

That moment didn't last long, though.

"So, Miles, how's our supercollider coming along?", Doctor Octavius asked in the most innocent voice possible, bright smile on her face managing to hide the sinister grin of success.

Miles talked while chewing his dessert. "Oh, pretty good! I've made some breakthroughs with the safe travel functions…"

Suddenly, realizing what she was asking, Miles choked on his cake, coughing loudly.

"Oh my stars! Are you all right?", Doctor Octavius asked, seemingly genuinely concerned.

Then again, she probably doesn't want a child dying under her watch, as that could arouse suspicion.

Yeah, that's probably it.

Oh, right! Miles is choking!

Miles thankfully cleared his airways before any need for a Heimlich could arise.

"Here, have a napkin, you've got a little…", she pointed out that some crumbs were on his cheek, and then, without asking permission, she began to wipe it out with some spit.

Miles would have thrown up if it wasn't for something way more distressing and nausea inducing.

"Supercollider?", Miles asked, fear and alarm in his voice and eyes.

Doctor Octavius nodded, as if this was a totally normal question a schoolboy asks his science mentor. "Why, yes! Your project!"

Miles was sweating like crazy and his heart was pounding so fast he thought it would leap out of his chest and slap him for being so useless at everything.

He had to come up with something quick!

"Play dumb!", he told himself.

"…What supercollider?"

"Seriously?!", he criticized himself. "Every time?!"

Doctor Octavius smiled cockily. "Don't tell me you actually forgot about it! Nat did say you were forgetful, but this is taking the cake!"

Suddenly realizing the pun she made, Doctor Octavius laughed out loud, but its fake nature was not missed by Miles, who was still fidgeting in his seat, cursing himself.

"How… How did you know I was making one?", Miles asked, wanting to at least know that.

Doctor Octavius let out another fake laugh. Miles was really starting to get sick of those.

"Oh, Nat… I mean, your teacher told me about it. She saw the diagrams, after all."

Miles thought that Doc Ock should hurry up if she wants to kill him, because right now, he was very interested in doing it himself.

Doctor Octavius pretended to wipe away a tear of mirth and she refocused on Miles, who gulped. "Now, enough silliness. Tell me about your project."

Her chin and jaw rested on her hands, whom in turn rested on her desk.

It was like a game to her, it was all too easy.

She had him under his thumb, and Miles knew it.

He couldn't fake his way out of the supercollider now.

…

But…

An idea popped into his head.

"Probably just dumb luck.", he thought sadly, not even daring to give himself any credit.

"But still… Beggars can't be choosers."

Perhaps, just perhaps, he could convince her to use his safer methods.

Yes, he knew it was a long shot!

"But who knows? Maybe she won't do this on a kids school project", he prayed with his heart.

Miles slowly took out the diagrams from his backpack, careful not to reveal anything else.

If Doctor Octopus was going to use his invention, he was at least going to make sure it was used responsibly.

It was the right thing to do.

And at the very least, Miles knew that he could try to do that.

"Well… I have some diagrams here I've been working on. Alone. Totally alone."

Miles was in enough deep trouble as it is, he wasn't going to get May involved.

He'd have to take the credit.

Doctor Octavius nodded as she picked them up. "I see. Very impressive, Mr. Morales."

Ooh, her professional voice was back. That meant she was serious now.

…Wait, does that mean she actually thought it was impressive?

Sure, it was a super villain talking, but that didn't mean Miles couldn't enjoy getting one thing right for…

"For an amateur.", Doctor Octopus then insulted, that evil grin of hers popping out for a second.

"Never mind.", Miles thought gloomily, sinking into his seat and kicking his legs.

"Can't even get praise from a freakin' super villain."

Doc Ock eyed the diagrams hungrily. This…

This was the key!

Sure, it could use some work, some modifications, a few fixes here and there…

But there was a solid foundation here!

Doctor Octopus calculated quickly as she analyzed every nook and craney of the papers.

"I'll still need to break into Hardy Foundation, but with all this, and my new protégé's assistance, I should have it finished by the end of his mentorship."

She nearly rubbed her hands with glee, giddy with how things were proceeding. "The boy leaves none the wiser, and the multiverse is mine!"

She cleared her throat, trying her best to suppress a victorious cackle, and she took a deep breath, returning to her adorkable persona.

"Oh, this is some splendid stuff, Miles! Super duper job!", she complimented in that fake voice Miles was really growing to hate.

She got closer to him, which made the poor boy flinch.

Was she going to gut him now and run off with the plans?

How could he have fallen for one of the classic blunders? "Kill your special high school science class mentor student and run off with his beginning diagrams for a dimensional transporter"!

…Ok, so he was probably wrong, but still!

"Miles, could you explain to me in full detail what stage you are in? Spare no detail! I want it all!", she instructed, a wild grin on her face and a twitch in her left eye.

Miles really wanted to just disappear, but even that he couldn't do: His identity would be exposed.

"As if that's a big surprise: Since when do I ever get what I want?", he thought.

Well, time to get one thing for once: Convince Doctor Octavius to make it safe.

…Yeah, right.

"Um… Well, I don't have it all figured out yet, but there is one thing I very much want.", he started, trying his best to sound innocent and normal.

"Oh, of course, Miles, anything! I'm all ears!", Doctor Octavius said, leaning back in her chair, the world her oyster.

There was nothing he could say right now that…

"Well… I was thinking of making it very safe, limited travel. You know, so that little things like collapse of the entire multiverse won't happen.", Miles offered, twiddling his thumbs and suddenly being very interested in the ceiling.

Doctor Octavius fell off from her chair, and, with a huff and a grunt, Doc Ock (minus arms) came up.

"What?!"

Miles flinched, almost falling from his chair, and Doctor Octavius realized that she would need to exercise caution, lest she be caught.

"I mean…", she wiped the dust off of her lab coat and tried on a nervous smile, betraying her displeasure with her tone. "What ARE you talking about? Safety measures? Pfft!"

She stepped towards Miles, that mad look back, making him move backwards.

"We don't need safety measures! We are trained scientists! Did you forget who you're talking to?"

"That's exactly why I'm taking them.", Miles thought, still backing his chair up but not backing down from her.

"Well, you never know, right? Like I said, what if the multiverse does something like collapse onto itself? Sounds like a pretty disastrous oopsie to me."

Doc Ock was losing her patience, and she began to get a little angrier. "Silly boy. You are thinking with fear instead of logic."

"Am I?", Miles retorted, and Doctor Octopus, losing control, gripped his chair handles, stopping him from moving.

"Yes, You. Are. Progress cannot be tamed by doubt. To create, one must be bold! Daring!"

Only being able to back his head into the seat rest, Miles did just that, Doc Ock's eyes nearing and nearing, the madness and evil in them now very apparent…

And very frightening.

Miles began to wish he was somewhere else, anywhere else.

Not for the last time today, Miles wished he was someone else. Anyone else.

"Maybe not… Too daring?"

Doc Ock was starting to like the idea of tearing this pathetic shrimp limb from limb, but she had to keep her cool.

"Clearly, you have no idea what a scientist does!", she shouted, making Miles shiver with fright.

Ok, that wasn't it.

Doctor Octavius held her hair in a bunch, getting some cool air on the back of her neck, closing her eyes and deep breathing through her nostrils.

"Stay calm, my shooting star.", a soothing voice echoed in her mind. "He's young. Like you were once. Perhaps he just needs an example and he'll understand the gravity of his mistake."

Opening her eyes, she noticed that Miles' chair was backed up all the way to the wall, and that she was towering over him, looking ready to strike him hard.

Laughing nervously and retreating back to her friendly aunt scientist persona, Doctor Octavius lifted Miles with her hand, her fingers still holding on too hard, despite her best efforts to be nice.

She smiled that half goofy half sinister smile that freaked Miles out, and she began to drag him with her to the center of the office.

"Perhaps what you need is an example.", Doc Ock said, and she began to dig in her secret safe.

Cracking the code without looking ("Another little brag", Miles noted), Doc Ock flung the safe open and a blinding light erupted from it.

"That's… Physically impossible.", Miles stated, wondering how many laws of nature were wrong in his weird universe.

"Mr. Morales, that word is what's stopping you from daring to attempt!", Doc Ock commented, and she removed the item she was searching for.

Miles wondered what could it be: Most likely it was an invention she was proud of, but what could it be? Miles only knew two things that Doctor Octavius had made, the arms and the supercollider, and both kind of totally sucked in his eyes.

"Well, not from an engineering perspective persay, more from a "let's use this to end the world/punch Miles" kind of perspective.", he thought as Liv finally dropped the thing on her desk, sending a tiny rumble across the room and dropping her knife collection down to the ground.

Miles, his helpful instinct kicking in, tried to web the knives up.

Remembering that he doesn't have his web shooters, and that even if he did, he'd be a fool to use them (nah, I'd be a fool even if I didn't. Damn, why am I so down?!"), Miles just walked over and began to pick them up…

Only for Doctor Octopus to appear before him, knife to his chin, self satisfied look on her face.

"I'd back off if I were you. 1,591 people have died thanks to knife and or cutting related injuries last year alone."

Miles gulped, the blade dangerously close to his throat, his heart in his chest.

"…How terrifyingly specific of you."

Doctor Octavius removed the knife from his throat, laughed heartily and twirled it, a mad look in her eyes.

"Oh, Miles! I'm not going to kill you!"

But as she put the knife back, she clearly seemed to consider it, eyeing his throat in a way that made Miles want to jump out the window and become a circus performer named Pasthuzo.

Doctor Octavius then pointed at the desk. "Now, if you will divert your attention from my totally normal knife collection that in no way insinuates that I'm a criminal and onto the object on the desk that in no way insinuates I'm a criminal…", she said, snorting again.

Miles was starting to consider blowing his cover just to get her to stop laughing, but then his eyes widened and his heart leapt out of his chest as he saw…

"Doc Ock's octopus arms…", he whispered, absolutely floored.

"What. The. Fuck?", he thought, flabbergasted, trying to comprehend the insanity that was this meeting with his mentor.

He circled the table, struggling to believe what was going on: Doctor Octavius, despite her need to hide her identity, was showing off her arms.

"What do you think?", Doc Ock asked, a gloat to her voice.

"Literally and figuratively showing off.", he thought, shocked to his core.

He began to near the arms, almost cowering in front of them, so imposing they were to the teen.

The translucent arms shone in the fluroscent lighting, emitting a glow that nearly blinded Miles.

Thanks to the see through material, the visible wiring and machinery were there for Miles to admire.

So much effort and precision had been put into the arms, from the nigh deadly yet delicate claws to the elasticity of the tubes connected to said arms.

Miles knew that it was a death weapon…

But man, it was masterful!

Every single detail struck Miles as amazing and spectacular in multiple ways.

"Your silence indicates that you are impressed, no?", Doc Ock asked, waiting to hear a song of praise.

Miles couldn't help but nod, still amazed. "I've never seen them… Especially this close.", he said, the last part whispered, trying to keep his identity a secret.

He tried to feel the arms, but one snapped at him, making him recoil.

He looked up to see a smirking Doc Ock, wagging her finger. "No touching. You could get… Hurt."

Again, her words were laced with a sadism that sent a chill up Miles' spine.

Suddenly, Doctor Octavius started caressing the arms rubbing them on her cheek affectionately, the arms responding with their own nuzzles. "Aren't they AMAZING? Sentient enough to perform any action possible while simultaneously insentient enough not to rise up and take over the world like ."

"The Exterminator movies!", Miles started, understanding the reference, before feeling sheepish. "I… I understood that reference."

It was just nice to finally be able to say "Hey, I also know stuff!" next to this woman.

Doc Ock smugly smiled. "How very skillful of you."

And once again, her smallest insult made Miles want to sink to the center of the earth. How did she have this effect on him? Why did he feel a need to impress her?

…Perhaps it wasn't her he wanted to prove himself to.

Doctor Octavius resumed caressing her arms, and Miles sat back in his now next to the desk chair.

Suddenly, he remembered: Doc Ock was showing off her arms!

"This is my chance to incriminate her!", he thought, feeling foolish for not jumping on it earlier.

But still, this was his chance to make up for this mistake!

Miles began to remove his phone…

Only to notice that it was gone.

Sensing a pattern, Miles looked up to yet again meet a smug Doc Ock.

"Oh, I took the liberty of placing your phone in my bag until the session is over. No distractions on the road to progress!", she said in that sing songy voice of hers.

Miles sunk back into his chair, massaging his temples. "How many more fuck ups can I make today?"

He sighed morosely, feeling his chest get heavy and his back and neck tense up.

All day today he had forgotten things, failed to get things done and was foiled at every turn by Doc Ock.

Was there a single thing he could do right?

He wanted to slam his head on the desk and feel nothing.

"What else can go wrong today?", he thought sadly.

"And before you ask, Mr. Morales, I can tell you that that terrible (yet gorgeous looking) Doctor Octopus stole the finished version from our labs. This is but a prototype.", Doc Ock lied while somehow complimenting herself.

Suddenly she quickly fixed herself, a look of guilt in her eyes for a fleeting moment. "An EXCELLENT prototype, though! EXCELLENT!"

Miles desperately wanted his web shooters back so he can web Doc Ock's mouth up. Not only was she evil, but every word out of her mouth made him feel bad or annoyed!

"Miles!", she suddenly yelled, and Miles noticed that she was right up in his face, a gleeful look in her eyes.

"Sorry, you weren't focusing.", she beamed innocently, and she nearly flew back into her chair, standing up and lifting the arms.

"Now, believe it or not, I'm not only here to gloat."

Doctor Octavius resumed her serious demonstration.

"Now… I took these out to teach you an important lesson. So I need you to focus and pay attention to this demonstration!"

Suddenly, Doctor Octavius equipped the arms on her back, and winked at Miles. "Are you paying attention?"

Miles figured that everything else was lost, he may as well try to get a good grade.

Besides…

Those arms WERE impressive.

Also, Doctor Octavius did seem to genuinely want to show him the arms. She seemed very proud of them, and Miles, who was used to her being not genuine, decided to give this a chance.

He sat up straight, hands clasped together, eyes staring straight at her.

He wasn't the best at doing, but he was pretty good at listening when he wanted to.

Doctor Octavius grinned. "Excellent! Now… Observe!"

Quickly and suddenly, Flo, Moe, Harry and Larry zoomed into all directions, performing nearly a million actions at once.

Miles' eyes struggled to keep up, he had to dart them every which way.

From the little he could catch, Miles noticed that Moe zipped into the kitchen, dashed into the cupboards grabbing a saucer, a mug, a bag of espresso, a jar of sugar cubes and a spoon, setting them on the marble top of the mini kitchen.

Harry meanwhile swept the room with a large hairy broom, collecting all the dust, dirt and grime that could be found on the floor. He then followed this with the quickest floor wash Miles had ever seen, though in all fairness, Miles had only seen SO many floor washes.

Flo, as ever taking the more affectionate role among the four arms, spent her time sprucing up Doc Ock: She washed and brushed her hair, removing all the knots while somehow still keeping its structure, she straightened her lab coat, somehow ironing out the wrinkles with a heating feature that didn't burn the villain, she trimmed her finger nails and laid on a coat of pink nail polish that sparkled in the bright flurescent lights of the office, she brushed, flossed and whitened her teeth and she finished off with a mint and an affectionate ruffle of Doc Ock's hair, who responded with a loving smile back at the arm.

Finally, there was Larry. Miles, however, did not expect the fourth arm to take a vested interest in him; Instead of doing something for Doctor Octavius, the arm leapt forward and began to spruce him up!

Miles fidgeted and struggled as he was pulled every which way, his hair got washed and dried, his clothes were changed from his usual ensemble to a tuxedo, fancy black trousers, polished 'till they shine black shoes, white paper white cufflinks and a tie that WAY too big for him.

Figuring from the barely contained snort from Doc Ock, the size of the tie was DEFINITELY on purpose.

Miles got sprayed with Eau De Toilette and Aftershave, which made him yelp.

As he yelped, he got bombarded with about 15 breath mints, eliciting a raised eyebrow that made Doc Ock laugh again.

Finally, after all this, he got all the dust rubbed off of his shoulders ("…Thanks?"), a rose in his pocket ("Oh, nice! Thanks!"), but when he tried to shake Larry's… Claw, he got lifted like a claw machine prize onto Doc Ock's "welcoming" arms.

She held him like a baby and grinned at Flo, who had fetched a camera.

"Cheese!", Doctor Octavius yelled, and the bright flash of the camera made Miles' eyes spotty for a moment.

Doctor Octavius let him down, and, without even looking, caught the freshly brewed coffee that Moe was busy with the entire time.

Taking a restrained sip, she put the mug down and, with a bow, celebrated her excellence.

"I hope you enjoyed the last minute, Miles."

Miles, who in the meantime had scrambled back to his seat, gaped as he looked at the clock.

It really HAD been a minute!

The arms shook each other in celebration, and Doctor Octavius sat down, legs crossed, awaiting Miles' judgment.

"Well? What do you think?", she asked, as if she didn't know.

While it was true that she was a total jerk, even Miles, who cautiously approached the arms to admire them, had to admit…

"That… That was incredible!", Miles exclaimed, mind still blown by the arms he had once so loathed.

True, they were instruments of chaos and crime, but seeing them at work on something that was actually legal for once was quite enlightening!

But as Miles observed the arms from up close, he realized something.

"Wait, the arms are controlled by a neural link, if they weren't they'd be completely sentient.", Miles reasoned, nodding his head as his mind raced, for once his insecurities allowing his quick wits to shine.

"And because I know this to be true, this means that…"

It snapped, and Miles flashed an awe struck reaction at Doctor Octavius, who admired her polished nails.

"Your next sentence is going to be "You did all that with your mind? Dr. Octavius, that's incredible!"

Miles' widened eyes and dumbfounded expression told the whole story.

Doctor Octavius laughed, but this time, it felt hearty, which slightly eased Miles' soul.

Using Harry, she offered him his seat back, and Miles resumed sitting as Doctor Octavius continued sipping from her mug.

"Mmm, excellent work, Moe!", she complimented, and the claw purred up to her almost like a cat.

"Who's a good robotic arm? You are! You are!", she cooed, making Moe curl up even more, almost glomping the super villain's cheek.

Miles, meanwhile, was still star struck by the magnificent invention before him.

Sure, this was a distraction he didn't have time for, but Miles couldn't help it: The arms were legitimately impressive!

"I still can't believe them! They're so simple, yet finely tuned!", Miles enthused, his hands to his head as if he was afraid that a little more awesomeness would make his mind melt.

Harry shyly offered himself for inspection, and Miles gently took hold of the arm, carefully and delicately inspecting it.

"The translucent tubes are inspired, they surely allow for freer movement than, say, metallic arms."

Doc Ock wasn't too fond of the metal comment, but she did know that he had planned to change the metal parts too, so it didn't hurt her too much.

"The separation between sentience and insentience is perfectly balanced! They can't go crazy unless you distinctly order them to!", Miles continued, voice rising in enthusiasm.

"Well, I mean, who would make these arms do anything bad, except for that evil genius Doctor Octopus?", Doctor Octavius again praised herself.

Miles ignored the comment, instead choosing to focus on the marvel before him.

"And the speed of it all! A minute? That's freaking incredible!"

Doctor Octavius raised an eyebrow and Miles retracted the "curse" word.

"I mean… That's really cool."

Doctor Octavius chuckled again and Harry bowed in gratitude.

"Thank you, thank you, I'm here all week!", Doctor Octavius said, and she sighed, content.

She was starting to get through to him, she could feel it!

Now she just had to lay the…

"How did you invent this?", Miles asked, legitimately curious about the origins of the arms.

Oh.

She hadn't expected that question, somehow.

Or, well…

Perhaps she had hoped it wouldn't be asked.

Well, there was no escaping it.

She'd have to…

Say it in a way that didn't shatter her heart in infinite ways.

"Um…", she started, nervousness and apprehension suddenly present in her speech. "Well… I didn't invent them persay."

Miles' eyes widened at this.

"Do the surprises ever end with her?", he thought, as Doctor Octavius continued to explain.

"Well, that's inaccurate. I made THESE arms, this model. They're all me.", she said, and the arms nodded their "heads".

"However…", she continued, and Flo instinctively rushed to Doctor Octavius' aid, wiping the sweat off with a hankerchief and then caressing her hair.

"Thanks.", she whispered to Flo, before clearing her throat.

Miles could detect an oddly… Sad and melancholic tone to her voice.

Like she was hiding some great tragedy behind those octagon glasses.

He wouldn't ask; that would be impolite.

But he was definitely curious.

"…The original arms…", she finally choked out, almost averting her gaze. "Were made by… A genius, a visionary…"

Barely audibly, she uttered "…Someone I care about very much…"

The arms bowed their "heads", as did Doctor Octavius, their moods clearly changed for the worse.

Doctor Octavius then returned to her usual demeanor. "Anyhow, I improved them. But we're not here to talk about that, now are we?"

Miles listened attentively (though he feared the coming storm) as Doctor Octavius made her case, pacing across the room, the arms following.

"These arms are capable of amazing things, you know this now."

Miles nodded, very much agreeing.

Doctor Octavius grabbed hold of a miniature model of the sun and let it roll around in the palm of her hand, fixing it with unbridled attention.

"But they would never have been made, never would have seen the light of day, if the original inventor… And I… Wouldn't have done one thing."

She suddenly threw the sun model back on the shelf, turned around quickly and, in a single bound, slammed her hands on the desk as she stared at Miles with intense passion.

"Do you know what that thing is, Miles Morales?"

Miles gulped as he scrambled for an answer. "…Waited an hour after you eat before swimming?"

Doctor Octavius edged right up to his face, her breath freezing his throat, her eyes atoms apart from his, which really freaked him out.

"We… Dared."

As immediately as she had pressed herself against him she separated, marching around the room almost manic like, a mad gleam in her eyes that gave Miles the chills.

"We DARED to be more. To create. To innovate!"

She spun his chair, making him turn round and round, like a record, round and round, enthusiasm very apparent in her voice..

"We were bold, bolder than others! Braver, tougher, smarter, sharper! We were leaps and bounds of the others, and we took full advantage of this, crafting things they couldn't even imagine, let alone comprehend!"

She stopped the chair, leaving a dizzy Miles to hear out the rest of her speech as she embarked her desk and lectured from the top of it in electrifying passion.

"THAT is how progress is made, Miles! We don't walk, we RUN! We don't jump, we LEAP! We don't fly…"

She looked at him with eyes that both inspired and scared simultaneously.

"We SOAR."

Miles gulped as Doctor Octavius leapt down from the desk and towered over him, her stature near colossal like compared to the now very small, almost mousy Miles.

"So, Miles Morales…", she began, staring into his soul.

"Do you want to make something amazing?"

Perhaps in a different part of the multiverse, there was a Miles who would have agreed.

Out of fear, out of pressure, out of being truly convinced…

But Miles was himself.

And as disappointing as it could be sometimes, there was one thing he was proud to stand up for: He refused to do the wrong thing.

Even if in front of him stood the most terrifying adversary he had ever faced.

Taking a deep breath and puffing up his chest, Miles tried to assert his position. "Doctor Octavius, I'm sorry, but as awesome as your arms are, I won't make the supercollider without safety precautions. Damn my grade if I have to."

Doctor Octopus let out a short nose sigh, eye slightly twitching.

She turned her back to him, trying to stay composed.

"Mr. Morales, you are disappointingly stubborn. It's, frankly, almost impressive."

Miles awaited with bated breath for her counter.

"However, you are sorely mistaken. You have the impetus ego to stand up and contradict your mentor."

She cracked a smile for a moment. "In a way, you remind me of myself."

She then frowned again, turning to him with a disappointed glance. "But that doesn't mean you can just change my rules. We will do it my way, or you will get a failing grade."

Miles was afraid of angering her further…

But…

But he was RESPONSIBLE.

Maybe he wasn't Spider-Man enough, but he was RESPONSIBLE enough.

Standing his ground, he continued. "As I said, damn my grade. I'm not destroying the universe."

Doc Ock groaned and Flo and Moe massaged her temples as she glared at him. "You're a real pain in the ass, Mr. Morales."

"Better a pain in the ass then a dangerously irresponsible maniac."

Perhaps that was a bit too much, as Doc Ock growled. "You're a real rude boy, you know that? I wonder what your parents would think if I reported this?"

She approached him with malice. "Surely you realize you are impeding progress with your cowardice!"

"Surely you realize that you are endangering people if you don't approach the collider with more caution!", Miles shot back.

Doc Ock laughed again, but this time it was mocking him. "Ms. Calleros was right…"

She glanced at his with much disappointment. "You ARE irresponsible."

That.

That was it.

That crossed the line.

Of all the things she could have said, that was the one that sent Miles over the edge.

All of his insecurities and fears and disappointments and grievances and regrets and anger bottled up and exploded inside his mind, his face red with rage as he shot back in perhaps the worst way possible.

"You know who is irresponsible? You and that maniac who made these arms in the first place!"

And just like that…

The room grew deathly silent.

Doctor Octavius, Doc Ock…

A third person…

Froze in shock, barely comprehending the statement.

The arms almost hissed at Miles before cautiously approaching her, trying to comfort her somehow.

Miles could feel the tension in the room to a staggering degree, it could be cut with a knife.

He began to shake a bit, scared of what could be coming.

For what felt like an eternity but was really only 20 seconds, the woman before him stood with her back to him and said nothing, not even breathing for a moment.

Slowly, she stepped forwards to her part of the desk…

Her right hand grabbed hold of the coffee mug…

And…

With a palm that shook violently…

She…

CRASH!

Threw the mug on the wall, the pieces shattering and spreading all over the place, steaming hot coffee now decorating the plaster of the walls.

Miles jumped from the collision, his fists already in a fighting stance, anticipating a move, any move.

After a few more moments of silence, Miles relaxed his tense muscles, and, feeling bad for having surely hurt Doctor Octavius, decided to apologize for what he said.

"…Doctor Octavius… About what I said…"

But before he could finish, Doc Ock spoke.

"Mr. Morales…", she said, almost weakly. "Do you want to know what happens when people behave like you?"

Miles didn't know what to say, but thankfully he didn't need to say anything: Doc Ock's fingers danced on the keys in mesmerizing fashion, after which they turned the screen towards him.

Miles' eyes widened in shock and his stomach and heart took turns taking somersaults: It was footage of his battle yesterday with Doctor Octopus.

Or, well, Spider-Man's battle with her.

"Tell me, Mr. Morales…", a voice, ice cold and calculating, inquired. "What do you see?"

Miles had to be careful or his identity would be exposed!

So he played it safe. "I see Spider-Man fighting Doctor Octopus."

"Wrong. Look harder.", she ordered, anger laced in her words.

Miles tried again, hoping that playing dumb could help. "…I see… Spider-Man fighting Doctor Octopus in a building?"

Doctor Octavius growled with frustration. "No, you infuriating boy! Is Spider-Man winning? Like he should?"

Miles looked at the screen, where his butt was being royally served to him by Doctor Octopus.

He sighed, as the image of his pathetic failure etched itself in his lonely eyes. "…No."

"No. No he's not.", Doctor Octavius agreed. "Do you know why?"

Miles said nothing. He didn't want to say what he felt inside.

"It's because he isn't trying."

At first, Miles wanted to protest: Of course he was trying! He didn't WANT to lose!

But Doctor Octavius wasn't giving him a chance to put in a word in edgeways.

"He's losing because he's taking it safe! Approaching cautiously! Why, look at him now!"

Miles saw himself hesitate to deliver the venom punch with the intensity he knew he could deliver.

"…He's holding back.", Doctor Octavius stated.

Miles gulped.

"He's pulling his punches.", she continued.

Miles didn't like where this was going.

"In short… He's too afraid to fail."

Miles felt disgusted by himself as he saw The Rhino kick him out of the battle.

"And that's why he failed."

Guilt and shame flared up in his eyes as he thought back to that fight.

Peter, Peter B., Noir, Peni, Ham…

Gwen…

Maybe they lost sometimes…

But at least they didn't hold back.

Doc Ock then turned to him, her eyes screaming with disapproval.

"And that's why you'll fail if you don't dare to try. To attempt."

She approached him, closer and closer, making him back up to the wall again, afraid of her next action, be it physical or verbal.

"You and Spider-Man fail because you doubt yourselves constantly."

Miles continued backing up as Doctor Octopus' face edged closer and closer to his.

"Our doubts are traitors. They make us lose the good we oft might win by fearing to attempt.", she lectured the teen, sniffing indignantly.

Now backed up completely to the wall, Miles could only gulp as Doctor Octopus continued her tirade.

"Do you know what is the most important discovery in human history? Fire. Fire is the tool with which we forged our destiny."

She was so strangely calm, trying her best to deflect some kind of feeling, hide it from the world.

"And while it is true that the flickering embers of the flames led to much destruction, great fires and arsons and chaos and death…"

She stared right at him, trying her best to drive her point through, Miles trying to listen and not get impaled by her silent rage.

"A lot of good came out of it: We were able to stay warm in the cold, cruel winters. We were able to cook our food and digest properly and grow our brains with fire. Without fire, there are no stoves, ovens, fireplaces. We could protect ourselves from predators and the great plague thanks to fire. Pasteurization, Mr. Morales, is possible thanks to fire!"

Miles had to admit, there was logic to what she was saying.

Doctor Octopus, however, wasn't finished. "…But I assume, Mr. Morales…"

She viewed him with much disappointment, and it almost hurt Miles, despite not caring about her opinion.

"…That had you been alive during fire's discovery, you would have spoken against it."

She drummed her fingers and her claws on the wall, the sound echoing in Miles' ears.

"Time… Mr. Morales… Is moving ever quicker."

She moved her face up close, emphasizing each tick with disdain.

"Tick. Tock. Tick. Tock."

She scowled, and Miles frowned sadly, feeling so small and insignificant.

"Soon, you'll have to prove yourself. To go out there and make someone of yourself."

She stared deep into his eyes, seeing the milky whites near his pupils.

He flinched.

He was afraid.

"To take a leap… Of faith."

She backed off of him, sighing.

"The question is, Mr. Morales: Will your fear of failure keep you on the ground forever? Will you soar… Or will you crash and burn?"

Miles felt tears sting his eyes, and his throat clenched from desperation.

He was no Spider-Man.

He was barely a person.

Doctor Octavius went back to her part of the desk, the broken mug shards still scattered on the floor, the now west spot on the plaster glistening in the light.

She hunched her back and slumped her shoulders, looking down on the floor with no emotion.

Miles just didn't know what to say: While he disagreed with her philosophy, she had made some good points.

He wasn't doing well enough, he was failing spectacularly and his confidence got shattered every few minutes..

"How…", he whispered, tears flowing down his cheeks and nose. "How can I ever be Spider-Man like this?"

"How will I ever save people… If I'm me?"

For a few minutes, no words were said.

The only sounds uttered were of the dinky ceiling fan and Miles' short, rapid but quiet breathing.

"…You may go… Mr. Morales."

Miles looked up, but all he saw was Doctor Octopus' back.

There was no point in arguing.

In fact, Miles was more than happy to go to bed.

Maybe he could fall asleep forever…

And never wake.

Maybe then people will be safe.

Maybe then he will be happy.

"…Ok."

Miles collected his diagrams and stuffed them into his backpack, feeling like he wasn't inside his body, like he was remote controlled, and the batteries were dangerously low.

Feeling useless.

A meaningless grain of sand in a cold and uncaring ocean.

Not Spider-Man.

Not a man.

Not even a boy.

Just…

Miles.

As he turned around and made his way to the door, his hand nervously gripping the polished handle, Doctor Octavius opened her mouth one last time.

"I hope tomorrow's session goes… A little bit better than this one."

Miles sighed. "Yeah… Me too."

He opened the door and left, hands in his pockets, the weight on his shoulders increased tenfold.

Wondering why was he brought to this world, if he only made things worse.

* * *

"So, that's what happened: She knew about the collider from the start, she's forcing me to make it without safety precautions, and now I feel even worse!", Miles updated May on the phone, back in his dorm room, lying on the top bunk.

"Don't forget insulting your fighting!", Ganke reminded from his chair, working on his paper with much unbridled fury, an oddity from the normally cheerful boy.

Miles turned to Ganke, and while he knew that the comment had hurt him, he didn't see it as vital news. "Ganke, that's hardly important right now."

Ganke turned, clearly mad at the super villain. "Miles, she insulted my best friend. Am I supposed to sit quietly about this?"

"What's more important? The multi-verse or me?"

"Well, just because you're second best in this doesn't mean your feelings don't matter!"

"Boys, stop fighting. Arguments won't help us beat Li… Doc Ock.", May said, trying her best to calm down the roommates.

Ganke huffed and turned his chair, but Miles agreed.

"Thanks, May.", he said, but his voice was clearly shaking, the effects of the mentor session having taken their toll.

May viewed him with pity, feeling sorry for the boy. "Oh, Miles. I'm so sorry you had to go through all that."

Miles sighed, resting his head on the pillow, feeling so heavy. "I don't know what to do, May! Every few minutes, something happens that shakes my confidence down to the drain! Spider-Man is supposed to help, but I feel so…"

He sunk into his cushion, the soft fluffy pillow almost easing his headache. "…Useless."

May sighed. "Oh, Miles. There isn't much I can do but support you. The choice, the leap, is, unfortunately, down to you."

She smiled, fondness in her expression. "I swear, if I could do it for you…"

She didn't need to finish.

"Thanks, May. That does help… In a way."

May looked straight into Miles' eyes, exuding vibes of calm at him.

"Listen, incriminating… Liv… Isn't impossible. It's true that Peter never did, but to be fair, she didn't come out much back when he was around."

Determination sounded from her words.

"You CAN stop her. We will find a way. And, if needed, we'll speed up the super collider we're making so we can finish it before hers is done. It can't hurt to try."

"But it might…", Miles found himself thinking.

May smiled kindly and bid him farewell. "Try to get some rest. We'll talk things out as soon as we can, ok?"

The call ended and Miles looked at the black empty screen, which reflected his face.

"How fitting", he thought, and he covered himself over.

As he tried to set his aching bones and tense muscles to some sort of "comfortable" position, Miles wondered if he could ever soar.

He had to…

And he wanted to…

But could he?

* * *

Hours later, night had fallen in Alchamax.

The halls, filled earlier with hundreds of employees, were now deserted, devoid of life.

Except, of course, for Liv.

Liv was still there, still hunched over, still staring at the floor, still surrounded by broken glass.

She had stood there for hours on end, saying nothing, thinking nothing.

There was only one key difference:

She was crying.

Weeping, in fact, in grief, tears flowing like a river down her normally composed face.

Even her greatest enemies would have felt pangs of sympathy to see this usually stoic person drop to their knees and bawl.

Today was that day.

9 years ago…

She had lost everything.

It was so illogical, it almost made her want to laugh.

How could losing one person feel like losing a hundred?

But it did.

Against all common sense…

It hurt so, so much.

Finally, her dry throat broke through the night with a single sentence.

"…I miss you."

She sobbed, unused to such flagrant showings of emotion.

"I miss you SO much."

Liv felt cold and alone in her dark office.

Even her arms couldn't comfort her as she broke down.

"I should have… I should have known he would… I should have been there… For you."

She tripped on her words, feeling it in her heart.

"I could have… I could have saved you."

She shook and shivered, the cold wind of the night surrounding her.

"It's my fault you're gone."

It was genuine, her guilt.

She truly felt responsible.

"I'm sorry… I'm sorry I'm such a disappointment."

She then got up and walked out of the office, the arms still latched on.

A few minutes of calm, composed steps later, she reached a hill top in the Alchamax forest.

One which she knew all too well.

Sitting down on the wet grass, she could hear the chirping of crickets and the rustles of leaves in the trees.

But her eyes were focused on the sky, full of stars.

Stars she had seen once with such wonder.

Stars he had shown her.

Stars he was now a part of.

And never would he return.

But as she sat there, she could feel him: His warm voice, rumbling with laughter as she excitedly pointed out constellations, his large hands somehow engulfing her own, his kind eyes as she promised…

Promised she'd too save the world…

Just. Like. Him.

She held her knees close, and, with hopeful eyes, she stared up at the sky.

"I let you down once… I won't let you down again."

Her voice shook with determination as she clenched her fist.

"The collider will be built… The multiverse will be purified…"

She frowned with great purpose.

"And you will be avenged."

She lowered her voice to a whisper.

"I promise…"

She closed her eyes, a small insignificant speck in a cold, indifferent universe.

"I will earn your love."

Sorry it took almost a month, but I was busy with a ton of other projects, and these chapters are important to me, so they'll take time.

But that's not important now, since it's finished! And it's time for Easter Eggs!

There are less this time around, but there are some nice bits!

1\. Didn't notice that Miles begins and ends in "comfortable" surfaces. That wasn't on purpose, unfortunately.

2\. "Mom Come Pick Me Up I'm Scared" is a Patrick Star Meme where he wears a sweater that says "Mom Come Pick Me Up I'm Scared", which is used as a reaction to stuff you don't want to see.

3\. It seemed logical that someone like Peter, who would want his identity to be kept a secret from anyone, including agents tracing phones, would be able to make his own incredibly private chat and video calls.

4\. Like in the last chapter, "Parker Luck" is the comic book fan term for Peter's (and other spider heroes') TERRIBLE luck.

5\. Coulomb force is the force that attracts electrons and protons. Seeing as Miles and Liv are against each other in this chapter, Opposite Coulomb force is more appropriate of a title.

6\. "Sunflower" by Post Malone and Swae Lee is one of Miles' favorite songs, and is sort of the breakout song of "Spider-Man: Into the Spider-Verse", so I thought it would surely be his ringtone.

7\. Joseph Joestar is one of the protagonists of "JoJo's Bizarre Adventure", an incredibly odd anime that one of its claims for fame is that its fans obsessively reference it. So I thought it would be fun to have a dumb reference.

8\. May hooking up with Liv is a reference to the fandom's desire to ship them. Before we continue, I must say this: I have nothing against them being together (especially not because they're women), but because of certain age differences I made up for this particular story, they won't be together. So sorry to all the Liv and May fans. HOWEVER, they do have a past, just not romantic.

9\. If you remember, The Alchamax forest and labs feature many big moments in "Into the Spider-Verse". Of course Miles would feel a sort of weird nostalgia.

10\. I might be wrong, but I chose 4 since I truly think those were the number of times he nearly died in those scenes.

11\. The description for Liv came from TV Tropes.

12\. For those wondering why I kept changing the way I called Doc Ock in this, it's because her scenes with Miles involve identity changes. Sometimes she's Doctor Octavius, the scientist who's mentoring, sometimes she's Doc Ock, the super villain, but she's not Liv… Not unless they become friends, which as Liv says, is what her friends call her.

13\. Assuming you didn't guess, Sergei the guard is of course, Kraven the Hunter! His stats are taken from Marvel Database, and small details like the sharp thing he's reaching for (a spear) and his chest hair are hints that he is Kraven.

14\. "You are my prey" should be obvious.

15\. A little inspiration for Kraven here and for Miles' line of "That was fun! We should do it again sometime" came from "Curious George". There's a scene where Ted (the guy with the yellow hat) is having his apartment searched by a giant sniffing Russian guy. So yeah.

16\. Captain America asked Black Widow why was she looking at a wall, followed by "It's a nice wall" in "Avengers: Age of Ultron".

17\. Can you guess who the man in the picture is?

18\. The knife collection may be a DIO reference. DIO is one of the main villains of "JoJo's Bizarre Adventure", and he loves using knives.

19\. Can you guess what the red goo is?

20\. At one point in Recess, Randall, that kid who worked with Ms. Finster and was a real weasel, said "Deliciously moist" over some dirt he discovered on one of the kids. It's lovely innuendo, and I had to do it!

21\. I believe "Oh My Stars!" is a Peridot reference. You know, from Steven Universe?

22\. Play Dumb is a callback to "Into the Spider-Verse", where Miles used the exact same stupid tactic. TL;DR, a guard said his name and he said "Who's Morales?"

23\. Classic Blunder is a "Princess Bride" reference.

24\. That knife and cutting statistic is sadly accurate.

25\. Paddington's uncle was named Pasthuzo, after a boxer that the scientist who discovered Paddington's species met in a bar.

26\. is supposed to be SkyNet and The Exterminator Movies are The Terminator Movies. And yes, you may imagine The Exterminator from "Over The Hedge" as the main character of those movies.

27\. "I… I understood that reference" is, of course, Captain America's iconic line from "The Avengers".

28\. The "Cheese!" moment is inspired by a similar moment in "The Great Mouse Detective". Check it out, it's great!

29\. "Your next line" is yet another JoJo's reference. It's a thing that Joseph Joestar can do.

30\. Spun him like a record is a reference to the song "Spin Me Round" by

31\. Tougher than the toughies, Smarter than the smarties and Sharper than the sharpies… Yeah, a Ducktales reference.

32\. I used Leap in "We don't jump! We LEAP!" as a reference to A Leap of Faith.

33\. The doubts monologue is Obake's from Big Hero 6 The Series. I don't like quoting from other works, but it was too good not to use. Full credit goes to Big Hero 6 The Series.

34\. Take a leap… Of faith is of course a reference to the movie.

Chapter 3 is in production as we speak! What did you think of this chapter? Please share your thoughts!


	3. Negative Electric Charge

Queens.

New York.

Miles Morales was sitting on top of a gargoyle named Bruce listening to "Good Enough" by Lifehouse over and over again, feeling like his head is about to explode from conflicting thoughts, motivations and feelings.

"Now, I know what you're thinking…", Miles thought as he addressed an invisible crowd.

"…Why the heck am I in Queens? I'm a Brooklyn hero!"

A comic book cover suddenly appeared, showing Miles cowering in fright in a fancy office, a shadow that spouts tentacles but looks like him rising over him.

The title reads "Spider-Man: Miles Morales": "Ionic Bonds": "Negative Electric Charge".

Shifting his right leg over his left one, Miles' mask hid a face full of discontent.

"Well…", he began to answer, turning his phone on to show a police scanner May had installed. "Rumored sightings of Doc Ock hoisted my depressed butt all the way here, which is just great, because after a crappy day at school, what I really need is to get another physical and mental beatdown."

Miles had had a terrible day at school (despite it being Saturday, Visions would sometimes take extra days for those who were… Struggling), no doubt about it: He had been late to all his classes (nothing new, but the scoldings didn't help matters), he had managed to make disastrous mistakes in every period (he had burned his home economics cake, his chemistry experiment, his homework, and, somehow, his gym shorts), and he even annoyed his principal by being a "smartass".

"I mean, can he blame me? Who wears flammable pants? You're bound to reveal your "Chester Cheeta" underwear like that!"

Miles sighed, watching the New York skyline, the weather beginning to transition to autumn.

Some trees were already dressing in orange, and the cold gusts of wind were getting more frequent, one gust sending a chill down Miles' spine, which didn't help his mood.

"And, of course, Doctor Octavius just HAD to cancel our meeting today!"

Doctor Octavius had not given any reasons, outside of needing some "me time" to prepare for the next session, but of course Ms. Calleros had chosen to see this as Miles being "irresponsible" again, and defying his mentor's wishes.

Miles scrunched up his face, an annoyed frown on it.

"Yeah, well, sorry, Ms. Calleros! I guess I should have just let Doctor Octavius destroy the fabric of time and space! I'm sure that B – will look "marvelous" next to my mutilated corpse!"

Miles took a deep breath and immediately felt bad. He wasn't usually this angry, even at Ms. Calleros.

"It's probably just nerves.", he thought, and he put a hand on Bruce the Gargoyle's head, the statue never phasing in his never ending look of steadfast moodiness.

Miles looked over at Bruce, pretending to pet the gargoyle's head like an overgrown dog with anger management issues.

"Oh, Bruce. I can't lie to you. It's not just nerves."

Miles sighed again as he felt very small in the big apple.

"…It's just… I don't know."

Some saliva was swallowed as he continued.

"I… Doc Ock is crazy, ok? Like, she's nuts! A total fruitcake!"

"But…", he admitted, "Even a Sociopathic octopus can be right once or twice a day."

Miles scratched his chin.

"…I'm pretty sure that's the saying."

Maybe that's why his English teacher called him a "boon on the very concept of human intelligence", or something like that.

"Still…", Miles continued, feeling a terrible truth rising in his chest. "She does have a point."

Sure, Doc Ock was wrong about most things…

But she had nailed ONE particular concept: He WAS holding back.

Miles hadn't meant to, of course! He wasn't being lazy or anything like that!

But…

The video didn't lie.

Miles could have easily taken her out with one of his punches, yet he held back, and the result?

"One octopus on the run and one spider with massive confidence issues.", Miles answered his own question.

"And now, the ENTIRE MULTIVERSE is in danger, all because I have confidence constipation, all because I couldn't just take her out like a normal spider powered hero type person!"

Miles flopped back onto the wall, feeling so incredibly tired, his neck tense and rigid, like a pillar.

In his eyes, a mixture of fatigue and frustration reigned supreme.

In his legs, muscles refused to relax, tensing up a storm that made it hard to even consider moving.

And in his hands…

Was a newspaper clipping.

"Now, I know your second question: Who the heck buys newspapers anymore?", Miles admitted, but right now, he wasn't interested in answering his own question.

Instead, he was busy looking at the clipping's article.

THE DAILY BUGLE (September 21st, 2009)

HE'S BACK!

The headline was quite the evocative one, leaping at you and grabbing your throat with vim and vigor.

But it wasn't the headline that caught Miles' eyes.

It was the picture, taken by Peter Parker himself.

Surrounded by blinding light, a light that almost ruined the picture, Peter Parker (that is, Spider-Man) was dueling with Doctor Octopus in what seemed to be an abandoned warehouse.

Miles couldn't really see Doc Ock's face, but it was clearly her: The arms, the labcoat, the piece of metal being hunked towards Spider-Man's head.

Who else could it be?

Miles sighed again, feeling cold and lonely alone on his gargoyle as he looked at what he could never be.

For a moment, he tried to imagine himself there instead of Peter.

For a moment, he tried to picture himself being so competent, so daring…

So brave.

And…

He eyes squeezed shut.

And…

His fists clenched.

And…

His chest tightened.

And…

"Aw, man…"

He slumped back to the wall, head hung low, a hurt heart beating slowly.

And…

He couldn't.

Sighing, Miles placed the picture down on his face, staring straight at Spider-Man's face, resilient against all…

And he wondered if he could ever be confident for more than a few minutes.

He wondered if defeating Kingpin and saving the multiverse was a fluke.

He wondered…

If he was a fluke.

_"__THEN YOU'RE LEFT IN THE DUST!_

_UNLESS I STUCK BY YA!_

_YOU'RE A SUNFLOWER!_

_I THINK YOUR LOVE WOULD BE TOO MUCH!"_

"Woah!", Miles exclaimed, so startled by the sudden noise of his ringtone that his phone began to bounce around, from right hand to left hand to the air to…

THWIP!

Thinking quickly, Miles shot out a speedy web that just caught his phone, the device now peacefully rocking over the New York streets.

Letting out a sigh of relief, Miles threw the phone back to his right hand (nearly dropping it again), and, sheepishly, he answered the call from…

"Hey… Dad.", Miles greeted, still feeling down in the dumps but not wanting his Dad to know.

"Hey, Miles…", Jefferson started, sounding a little…

Concerned.

"Better be careful: I don't want him to worry over nothing.", Miles thought, and he worded himself cautiously.

"Why… Why, why are you calling?", Miles asked, a hint of nervousness in his tone.

"Oh, nothin'… I just wanted to… Well…"

Jefferson pinched his nose and took a deep breath.

He had to get this right.

"…I heard that something is wrong with you."

Miles nearly choked on his own saliva, a coughing fit forcing itself on him as he tried to settle his voice and nerves.

"You ok, son?", Jefferson asked, that ever present alarm and readiness for action dominating his speech.

Miles shook his head, even though Jefferson couldn't see him. "No! Not at all, Dad! Just… Just wondering what possibly made you think that…"

"Ganke told me."

If Jefferson had super hearing, he may have caught Miles' scream of frustration and panic all the way from Queens.

"What? What did he say?", Miles asked, mortified at the possibilities.

Had Ganke actually told his Dad he was Spider-Man?

No, wait, that doesn't make sense.

If he had, Jefferson would have magically teleported all the way to Bruce the Gargoyle and he would then kill Miles, only to then resurrect him so he can give him a talk.

And Miles wasn't sure what he feared more.

"Look, Ganke just told me that you've been a bit… Down."

Miles sighed, appreciating Ganke's worry, but not really desiring it.

"Look, Dad, I'm…"

Suddenly, it hit Miles.

"Wait…", Miles began to ask, his eyebrows furrowed. "How did Ganke tell you? He doesn't have your phone number, and vice versa!"

Now it was Jefferson's turn to sound nervous and reserved.

"Oh… Well… You see…"

Miles, an unamused expression on his face, took a "wild" guess. "Don't tell me that you've been going to MY dorm room to pressure Ganke to spill about my feelings?"

"In my defense, your Mother proposed the idea."

Miles felt betrayed, flabbergasted, and downright annoyed.

"I wonder if this is what Dad felt about me with the graffiti…", He pondered, as he went about scolding his Dad.

"Dad! Seriously?! If you want to know how I am, just ask!"

"Well… How are you?", Jefferson shot back immediately.

"I…", Miles hesitated. "I…"

Miles protectively hugged himself, trying to feel some warmth. "I'd rather not say."

Miles could practically feel the raised eyebrow from the other side of town.

"So, maybe asking Ganke wasn't such a bad idea."

Miles half groaned half laughed, his Dad managing to be a lovable pain in the butt. "Ok, ok, I'll admit, that was a tad hypocritical."

"You and I clearly have different measurement systems for hypocrisy.", Jefferson joked, with a hint of amusement.

The two laughed, and for a moment, silence reigned supreme between Father and Son.

A leaf fell down on Miles' face, but he didn't feel the power to blow it off.

The tension was thick as Jefferson tried again.

"Look… Miles…", He started, a little…

Scared?

"…I know that… Things can be hard. I don't make them any easier."

His words felt almost comforting, as Miles lay on the wall, staring at the clouds, feeling longing.

"There's a lot of pressure on you right now… Lots of… Responsibility."

Miles almost chuckled. "Understatement of the millennium, Dad…", he thought fondly..

"And… For once I'd like to be the one that… Calms you down."

Jefferson cleared his throat, and Miles thought that he detected… Fear, in his tone.

But also…

Love.

"Miles… Whatever it is you're going through… You can talk to your Mother… And me. You know that, right?"

Miles didn't respond.

He didn't know what to say.

And then he got stuck with this:

"…You're not alone, Miles."

Miles suddenly felt a growing tension in his throat, and a stinging in his eyes.

And he decided to end the call.

"…Ok, Dad… Whatever you say… Thanks…"

He then mumbled that he would be back home after some important study sessions.

"Stay safe…", Jefferson parted, and Miles silently ended the conversation.

He then held his head in his arms, feeling a sob coming up.

"Oh, Dad…", Miles breathed out.

"…If there's one thing I am, it's alone."

Suddenly, Miles' phone rang, and Miles was sure he was getting another call to guilt trip/depress him.

But how could Peter call him from the dead?

"All units move in PRONTO! Hardy Foundation Research Center is under attack by Doctor Octopus! I repeat: Hardy Foundation Research Center is under attack by Doctor Octopus!"

"Also, Salim, I love you, but if you make a pretzel mosque in our bed one more time, we are through! I repeat: We are through!... Stay safe, I love you honeybear!"

Oh, wait, police scanner: Yep, that makes more sense.

Sighing, Miles stood up and readied his aching body to a web slinging stance.

He definitely didn't feel like another beat down, but stopping Doc Ock was more important than his self pity.

"At least I'm still responsible: That's gotta count for something.", Miles thought with a sprinkle of hope as he swung into action, whipping past buildings to reach the newest location of our drama: Hardy Foundation Research Center...

* * *

10 Minutes Earlier…

The walls of Hardy Foundation, swaths of blue, orange and purple shining bright, 19th century paintings hanging proudly, and photographs of VERY important people scattered all about, had heard many sounds over the decades.

Sounds of typewriters turned to computers, clicking and clacking away to the hours of the night.

Sounds of innovation, of expansion, of risk taking, going boldly where no man had gone before.

Sounds of dealings, of compromises, of crimes we dare not speak.

Sounds of passionate, tragic, fleeting love…

Sounds of footsteps, walking away forever, never to return…

Never to walk again…

All those sounds had been heard from these walls, and all those sounds would be heard again, for nothing ever really changed at Hardy Foundation.

In fact, todays sounds were fairly typical so far:

"Kyle, progress report on the Oscorp Purchase, now!"

"Young Harry refuses to relent, but his lawyers have much less in terms of a spine."

"Perfect! Buy them from Harry! This fish will flounder instead of flourish!"

"Right away!"

5 steps to the next room, as ever, precise, direct, efficient.

"Cedric, super collider report, pronto!"

"Baby steps, but soon baby will be running, striding!"

"Excellent! It stays hush hush or you will make that sound!"

"Perfectly understood, Madam!"

7 steps to the kitchen, but the way she takes them, it may as well be none.

"Jerome, that coffee and Monte Christo better be in my office in exactly 15.7 seconds!"

"Yes, Ms. Hardy! Right away!"

3 seconds to enter…

THWASH!

2 seconds to remove Gucci fur coat and autumn hat.

CLUNK!

2 seconds again to sit on her leopard coated chair.

"Reggie!"

FLIP!

2 seconds AGAIN to catch the phone that Reggie so expertly flipped.

BEEP BOOP BOOP BOOP BOOP BOOP BOOP BOOP BEEP!

2 seconds to dial the number, 2 seconds to connect to the call, and 2 seconds to without even looking, lift her steaming espresso to her lips, before uttering 0.7 seconds later, a sound that the walls hadn't heard in ages.

"Hello, Felicia, It's Mummy."

Composed, balanced, rigid as a rock and sturdy as a tree, Lydia Hardy was THE most competent and professional business woman around New York.

Which may not sound very flattering when you put into account that the competition was a maniacal green goblin, a literal kingpin and that weirdo who was REALLY into ancient mythology, Dario Aggar.

How the hell did Roxxon end up with THAT nutcase?

Point being, Lydia Hardy was the best CEO around.

But like all great leaders, like all those who consolidate power, she had a liability, a weakness, an Achilles heel…

A threat to her position that could destroy everything.

And hard as she wished, no amount of money that she threw at the screen could change her weakness to something way easier to handle, like insanity, or deceased loved ones, or even golden string!

For alas, Lydia's greatest threat to her hard earned, by the teeth, totally on her own and with no way thanks to a certain scoundrel she may or may not have been associated with, was…

"Mummy! How's it go-in'?"

A metallic clang could be heard. Probably more room service for the princess.

A not too modest but not too greedy spoonful of Caviar later, and the voice resumed the conversation.

"Did you know that if you so much as wink at the staff here, they start giving you stuff for free?"

A haughty giggle sounded across the line.

"I have never seen this much soap in my life!"

Lydia took a deep breath, trying to keep up her "pleasant" tone.

It would take much convincing and fake niceties to persuade Felicia Hardy to do anything, let alone get off her ass.

"Felicia, darling, sweetest, precious, princess, my eency weency kitty…", Lydia started, adopting the third most obnoxious kissy face she had ever made in her life.

Silence, then a sigh that didn't sound totally exaggerated.

"Mother, what do you want?"

Felicia turned around in her humongous bed, feet kicking up in the air, lying on her stomach with a glazed look in her eyes, her wavy blond hair covering nearly all her face in a protective blanket, and a look that knew all too well what her mother was like.

"My phone is, thank GOD, always blasting out "Rich Girl", yet, funny story, the ID never says "Mommy". I wonder why?"

Lydia readied herself. Felicia was such a pain in the ass, always straight to the point, always sharp, seeing through people's schemes and lies and deceptions like a pro.

Like herself, but also like…

No. Don't think about him.

Try again, Lydia. You've outsmarted literal supervillain business men, your pampered daughter should be a piece of cake.

"Felicia, dear, can't a Mother call in and ask her dearest daughter how she's doing? What's she been up to? Why is it all over the tabloids?", Lydia "innocently" asked, browsing down thousands of squakes over "Felicia Hardy buys priceless painting, surfs it down Eifel Tower and somehow also makes out with 3 different young men".

"Must be a slow news day, since I've done WAY more interesting things than that.", Felicia commented, now applying silver nail polish and admiring her latest compulsive purchase: A Garfield parade float in her bathtub.

She lazily waved at it, blowing a strand of hair out of her eyes and taking another spoonful of caviar.

Lydia massaged her temples. She was nursing a headache of 13 fucking years now. "Felicia, no more playing around."

"Finally! I was waiting for you to get real.", Felicia cockily challenged, and Lydia got to the point.

"You've been attracting WAY too much attention! Hardy Foundation is undergoing its biggest projects ever! We can't take over Oscorp and change science itself if every interview I have centers on what batshit thing you did this time!"

Felicia, meanwhile, did the "blah blah blah" sign with her hand.

Lydia flared her nostrils. "I sent you to Paris to gain a higher education, remember?"

Felicia fake laughed and pointed at her brain. "I'm already a genius, Mother! Why waste time learning shit I already know, when I can learn how to charm French boys? They're a lot more receptive to my true skills…", she trailed off, an odd pause at the end of her sentence.

"That's not the point! I can't have you give the company a bad name!"

"Ugh, this is so like you! You only ever call to scold me!", Felicia complained, tired of her Mother's "attentiveness".

She then said something she shouldn't have said. AT ALL.

"You know, if Dad was here, he'd…"

"Quiet!", Lydia snapped, even making Felicia jump in fright, before regaining her composure.

"…Daughter… I cannot have you interfere with business anymore. I need you close so I can supervise you. Close so I can stop you from acting out. Which is why…"

She took a deep breath.

"…I'm moving you to Visions Academy in Brooklyn."

Felicia spat out her caviar, ruining a VERY expensive carpet. "WHAT THE FUCK, MOTHER?"

"Yes. You will be coming home, and that is final!"

Felicia hissed, furious at this development. "Mother, I am a goddess here! I refuse to be sent back to this stupid place for your stupid deals! I am Felicia Hardy!"

"And I am Lydia Hardy! And you will do as you are told, Felicia! End. Of. Discussion."

Felicia sighed, resigned to her oh so shitty fate. "FIIIIIIIIIIIINE!"

Lydia pretended to smile, grateful for victory. "Oh, that's just peachy! See ya, honeybunches! Mwah!"

Lydia shut the phone, not noticing that the cold she felt was from a draft from the open window.

"Ugh… She has way too much of her Father inside her…"

"Teenagers, am I right?", a familiar voice said, slowly inching closer.

"Tell me about it…", Lydia replied, massaging her temples, before realizing…

GRASP!

But it was too late.

A claw connecting her to the wall, Lydia could only kick and flail as she was face to face with who else but…

"Doctor Octopus…"

With the excitement of a child being told to finally wake up and go to school, or perhaps more fittingly, a rich person being told to pay their taxes, Lydia Hardy "welcomed" Doctor Octopus into her research center.

"To what do I owe the honor of being choked by you in my office?", Lydia asked, with more than a hint of annoyance.

Stifling a chuckle, Doc Ock tightened the hold, causing Ms. Hardy to begin to grasp for air.

"Oh, darling, it's been TOO long!", she said in fake affection, letting Harry grab a seat for her and sitting down, Larry and Moe still grasping onto Ms. Hardy.

Using Flo to file her nails with a nearby file, Doc Ock barely looked up as she addressed the subject of her visit.

"Unfortunately, it will have to stay too long. This is a quick visit, really a snatch and go."

Wrestling a little bit out of the monster grip, Lydia was able to answer the ridiculous request.

She knew all too well what Doc Ock wanted.

Not that you could prove that in court.

"Your visit, just like my attempts to reign in my daughter, are for now fruitless. And I intended for only one of those to continue to fail."

"You think I only visited to get something from you? And after all the trouble I went to? Why, I had to build a fake robotic decoy of myself to send our boys in blue the other way and you think I only visited to get something?", Doc Ock protested in faux hurt, pouting almost as she dropped the nail file and neared her face to Lydia's.

"Why, I wouldn't dream of it!"

"Somehow, that feels like a sucker bet.", Lydia bit back.

Doc Ock grinned menacingly as Flo and Harry joined in ganging on the businesswoman.

"Let's not mince words, Olivia: You're here for the supercollider."

Doc Ock could barely contain her enjoyment at this scrap of information: While last night's vow still hung high on her head, she always enjoyed a little chit chat before a fight.

"Why, Lydia! The only way you could know that is if you talked to Wilson Fisk!"

She wagged her finger and humorously chided the woman. "Naughty, naughty Lydia!"

"If I must get my hands dirty…", Lydia started, not needing to finish her sentence.

"Well, someone better be careful. You wouldn't want that dirt in the hands of the NYPD."

"Blackmail? Really? Are the tentacles not subtle enough?", Lydia remarked, but the air was really beginning to squeeze out again.

"Considering I was able to find out that you were making a supercollider with my hacking program, perhaps you should bite your tongue and cease your scathing critique."

It was now Lydia's turn to smirk: She knew that Doc Ock had one disadvantage, which was why she was here.

"Yet you came to me; Something tells me you ran into a small problem with the EXACT location of the project."

Doc Ock's smirk slowly dropped to a more serious scowl.

"Locating warehouse numbers that are kept off the cloud isn't my specialty."

Suddenly, Lydia found it really hard to bite back.

"However…", Doc Ock taunted, almost in a sing song voice. "Convincing people is a little more my style…"

Lydia began to kick and flail. "You think… I'll tell you…"

"No… But I think you will once you realize the…"

Doc Ock looked back at the window with a twinkle in her eyes.

"Gravity" of the situation…"

Lydia's eyes widened: When Doc Ock got serious, she got serious.

This was no empty threat; she needed a way out of this.

Doc Ock tilted her head, observing her opponent with almost a childlike wonder as Lydia began to turn purple, sputtering and letting out guttural shouts of pain.

"What's the matter, Lydia? You miss our earlier chit chat?"

Doc Ock tightened the grip, turning Lydia nearly crimson.

"Too bad. I'm on a mission."

She brought Lydia up to her, the hot air from her nostrils blowing into Lydia's face.

"And not some cockamamie comic book scheme to prove that I am the greatest mind of our time or some bullshit like that."

She nearly growled with rage and determination.

"I'm here to save the multiverse."

Lydia was starting to see spots. Soon, her daughter really would be free.

"So unless you don't want a credit for saving us all, cough up the intel. NOW."

Suddenly, just before Lydia could collapse onto a heap on the floor, which would really only raise a small eyebrow from Doc Ock…

CRASH!

Shards of glass flew all over the office, scratching Lydia's face and freeing some blood from her right cheek, and being deflected by Doc Ock's arms as if they were harmless specks of dust.

But while the glass shined and sparkled all over the cashmere carpeting, what really grabbed Ock and Lydia's eyes was the helpless heap on the floor: Spider-Man, breathing heavily, a few tears in his costume now thanks to the crash.

"I… Miscalculated… My webbing… Strength…", Spider-Man barely choked out, the tears in his costume being covered by tiny droplets of blood.

He was supposed to have the proportional strength of a spider: How the hell was he hurting like this?

"Spider-Man!", Lydia shouted out, thanks to Doc Ock finally letting go of her grip a little, allowing the CEO to scramble for air in near hysteria.

"Oh, it's you.", Doc Ock lightly acknowleged the obstacle (if you could call it that) in her way.

Without a second glance, Ock turned back to Lydia and waved off the boy. "As much as I would LOVE to tear you apart again, you're not worth it. That, and I am far too busy doing your job and all that."

She did allow herself a small smirk, while still turning her back. "You're welcome, by the way!"

Miles was incredulous. Flabbergasted. Stunned to near silence.

"Wait… WHAT?"

Ok, I did say near!

Still on his knees, almost looking more like an underling than a hero, Miles had to understand. "Are you not going to even pin me to the ground?"

Doc Ock sighed as she scooped up Lydia and pinned her to the wall instead. "Why bother? You and I both know that this will end up just like last time, if not worse. And I for one have no time to waste."

Miles shouted back, sweat dripping down his neck, making him even angrier. "I… I… I'll stop you! I have to!"

Suddenly, Doc Ock turned around and dropped a truth bomb that may have been… Badly timed.

"Who are you telling this to? Me… Or you?"

That. Does it.

"Ok, no more!", Spider-Man shouted out in utter frustration and unkept rage, getting back up to his feet slowly but surely, though he did fall back on to his knees for a moment. "I've had a really crappy day…"

"Stop the presses: "Person had bad day. Felt bad.", Doc Ock belted out, which only made Miles angrier.

"No, shut it!", Miles shouted out, but it wasn't just at her. "I'm tired of screwing up, and I am SOOOO tired of you stopping me from doing what's right!"

Lydia and Ock didn't show it, but they were a little startled, as was Miles: He had never shown such aggression in his voice before.

There was good reason to it though: His head was still spinning from the crash, he had overheard a purse snatcher before he had arrived, but his web had missed and he had to get here anyway, and in general, he had grown tired of his constant mood swings and confidence drops.

Miles had managed to fail in so many ways in just two days: It was amazing to him how just one failure could send him crashing down so hard.

And frankly, he was fucking DONE with this.

He was DONE with himself.

"I don't care: I'm going to stop you! I am Spider-Man!"

Miles then leapt towards Doc Ock, hurtling through the air and aiming a right hook that would surely knock her out…

THWACK!

Not looking for even a moment, Ock swiped with Harry, sending Miles hurtling towards the elevator, which she then closed, sending him down to the first floor.

"Wait, no!...", Miles shouted, but it was too late: He was going down.

Crossing his arms in the silver booth, Miles shook with anger and disappointment, blood still slowly seeping out of his costume.

"Don't give up… Don't give up…", he whispered to himself, even though his inner voice was screaming the opposite, and his body was seconding that.

He gritted his teeth, determined to do the right thing.

Determined to prove himself worthy.

"I WILL stop her. I AM Spider-Man."

Still going down, Miles began angrily shaking to the monotonous tune the elevator shilled out.

"WHY IS THIS SONG SO CATCHY?!"

* * *

Meanwhile, back in Lydia's office…

Lydia surveyed her now very messy office, but it was the window that interested her most.

"Tempered glass…", she whispered, in near shock and amazement.

She looked right into Doc Ock's eyes, who was still choking her, albeit not as hard as before.

"…You realize that he's more of a threat than you present him as, right?"

In response, Doc Ock let out a VERY mocking chuckle. "Why, my dear Lydia! Trust me: I know."

She began to walk around the room, Lydia Hardy carrying after her, still choking.

"And that's exactly the problem!"

A little bit of righteous fury painted Ock's face a different shade than usual.

"The original Spider-Man was a rival! A true obstacle in my way! An arch-enemy that was worthy of my unbridled hate!"

She sent Lydia crashing back into the wall, which made the well off woman cough up some blood onto the already ruined carpet.

"But this runt? This pathetic excuse of a human being? This waste of perfectly fine oxygen and atoms?"

She stomped her foot, indignant at this insult at her expense. "He's holding back! If he has anything to hold back!"

Larry and Moe sent the desk crashing onto the other side of the office, sending Lydia's computer out the window and down to the sidewalk.

Wincing, Lydia made a small comment. "I had just sent the last payment to that one."

Doc Ock raised an eyebrow, for once surprised.

"…These things still cost a shit ton, and my daughter isn't very conservative with my budget."

Nodding, Doc Ock leaned over Lydia Hardy menacingly, her shadow nearly enveloping the woman.

"Lydia… Isn't this such a waste of time?"

Harry cupped Lydia's chin while Doc Ock smiled, nearly cheerfully at her hostage. "Wouldn't it be easier to just let me have the collider? I would honestly consider letting you live. Tentacles not crossed!"

They weren't.

I know! Shocking, right?

Ock reached over to pat Lydia's head, the woman still slowly dripping blood from her mouth.

"You're a brilliant woman, at least financially, and for years no one recognized that. I'll need that for the plan. I NEED people like you."

For a moment, Lydia felt oddly safe: It was as if for a second, a different person, a nicer person was speaking to her.

Someone who truly cared about people.

It didn't last long.

Raised by her throat again, Lydia began to really feel hurt as Doc Ock returned.

"But for that I need co-operation."

An evil grimace greeted her.

"So… Are you in with the program? Or will the janitor who sweeps your sidewalks enjoy a little pay raise?"

Meanwhile, Miles bolted up the stairs, thinking that the elevator would be too predictable and not quiet enough for a sneak attack.

As he passed one flight after another, ducking and dodging passing workers, Miles tried to come up with some sort of game plan.

"Doc Ock is ready for everything! It's like she's got eyes on the back of her head!"

JUMP!

"If I want to beat her and not get stuffed in another elevator…"

LEAP!

"I'm gonna need to be a little creative…", Miles thought, a plan concocting in his mind.

He was going to live up to his responsibility.

No matter what!

As he dodged one last employee, Miles found himself before the door to Lydia Hardy's office.

Getting himself ready, loosening up his tense shoulders and mutter singing "Sunflower", Miles noticed that time was getting slower and his breath was more pronounced.

His heart pounded and his shoulders were sticky with sweat.

Trickles of blood were dripping on the stairs, ruining the cashmere carpets.

"I hope they don't bill me… I doubt my lunch money will cover the fee…", Miles thought, cracking a small grin as he looked to the side.

A window…

Maybe, if he was subtle enough…

He could sneak in like that!

Cracking his knuckles (and wincing cause they hurt), Miles climbed out and began to crawl across to the other side of the building, the wind suddenly turning into a mighty gust, almost dropping him to the ground.

"Woah!", he thought, a little panicky, as he stuck his back tight to the building, breathing heavily.

Looking down, his once conquered fear of heights returned, prompting a curse from Miles.

"I thought I was through with that!", he complained, his voice cracking slightly.

"Great. Fear of heights, puberty… What's next? Guilt?"

Suddenly, a coloring book smacked his face.

Lifting it and taking a look, Miles saw a picture of Peter from his dimension, saying "Remember kids: With Great Power Comes Great Responsibility!"

Miles grunted with frustration. "REALLY?!"

But the man in red and blue spandex on a coloring book for 5 – 9 year olds was right!

Miles had to get this done.

Taking another deep breath, Miles slowly crawled towards Lydia's window, some fragments of glass still lying on the ledge, sparkling in the afternoon sun, which would soon begin to set.

As he got closer, Miles could hear the voices of Doc Ock and Lydia, the former still threatening and all too in control, the latter still trying to talk her way out of it.

"Olivia… Please…", Lydia was already begging, desperate not too go splat on the street.

Doc Ock tutted, finger and tentacle wagging. "Lydia! I thought you were above such frivolities."

She then growled. "And frankly, I'm getting tired of waiting!"

CRASH!

Miles winced, and then he cringed as he saw that Lydia was now coughing up blood, her eyes looking a little sunken.

"What's the matter, Lydia? Cat got your tongue?"

While Doc Ock let out an evil titter, Lydia began to breath heavily and berate herself.

"Is this really how I go? I, Lydia Hardy, who made this company mostly out of nothing? Who worked to the skin and bones to be respected? Who has slowly taken over the city, and with only a little criminal activity, which I got rid of?!"

She was getting truly pissed, her cheeks reddening.

"I clawed my way to the top! If I must go, I'm going with honor!"

With speed and agility that surprised even Doc Ock, Lydia wrestled out of the tentacle and karate kicked the villain, who stumbled backwards, startled, but only for a moment.

"I seem to have underestimated my hostage."

Lydia blew a strand of hair off of her forehead.

"Walter may have taken much… But he did give me some things."

Lydia then rolled over to the desk and extracted a pair of shiny and sharp claws, which she equipped on her hands.

Leaping towards Doc Ock, Lydia actually managed to land a few slashes, and Miles (who was currently crawling on top of the ceiling, using his invisibility) was in awe.

"That old lady kicks ass!"

Miles knew that Doc Ock could detect his invisibility…

But now she was pre-occupied with Lydia Hardy.

"Thank you, old CEO lady with cat claws!" he thought to himself as he readied a tazor web, aiming it slowly at Doc Ock, who was still struggling.

"It's over, Doc Ock. You're going down!"

Miles could feel victory in his grasp. Finally, he was back in the groove!

Meanwhile, Lydia stood over a bleeding Doc Ock, who was still off her balance thanks to the surprise attack.

"No one just comes to my company and beats the living shit out of me.", Lydia threatened, her claws now dripping with blood.

Doc Ock, spitting out some blood from her mouth, smirked. "Thank goodness I'm not no one."

Now, Lydia still had the advantage.

In fact, Lydia could have killed Doc Ock right there.

Ock was ready, but she was still too passionate, and the attack had really taken her out of balance.

If that wasn't enough, Lydia's next slash could have taken out one of her arms, and then Doc Ock would have really been in a pickle.

But…

Lydia then made a cocky mistake.

And before Miles could shoot his tazor web and end this story short…

It all came crashing down.

Grinning now, a dark chuckle making its way out of her throat, Lydia said it.

"…And I actually thought you weren't as crazy as your uncle."

As those words made their impact, something changed in Doc Ock.

Something… Snapped.

The previously cocky and playful eyes and smile were now replaced with the coldest, most serious and enraged expressions.

The hands that were almost limp on the floor were now balled into intense fists, almost cracking from the pressure.

The tentacle rose up menacingly, one shutting the lights, making Lydia jump.

"…What the…", Lydia wondered, when she saw it: There was nothing there but the almost red eyes of Olivia Octavius.

And she was out for blood.

"…Wrong move.", was all she breathed out, as she approached Lydia with utter rage, destroying her office with her tentacles and knocking the CEO out, a tooth flying out from the connection.

Landing on the floor, Lydia found herself being flung up to the ceiling by Larry, and then lifted by Flo and Moe as the street beckoned.

Miles gasped and flopped down, invisibility gone.

"She's going to kill her!", Miles thought, and he ran at Doc Ock, who kicked him back without even looking.

"I knew you were there, by the way.", she added, as if hurting him was STILL on the agenda.

Holding his throbbing chest, Miles lay on the floor in utter pain, as he saw himself fail once more.

"Doc Ock is going to kill that woman… I… I have to do SOMETHING!"

Suffocating, Lydia's eyes began to roll up as Miles bolted down the room and got kicked again.

"You insulted my uncle… And now, you're going to die!"

There was no subtlety, no grace, no poise to Doc Ock.

She was fully the monster in Miles' mind: A murderer and criminal of the highest order, hell bent on revenge and nothing else.

Lydia couldn't even muster words, choking sounds her only dialogue.

Miles ran again, and again got kicked, this time to the wall, which made his nose flood red.

Doc Ock smiled maliciously, as she could hear the life sucking out of Lydia.

"You know… I can find another way to get that collider… I'll tear apart all of New York if I have to…"

She brought Lydia up close, hot breath on the dying woman's face.

"Because unless you take it back…"

Miles' vision was blurry and his balance was inexistent.

But he had to!

Running one last time, his knees failed him and he buckled to the ground, bruising his chin.

His tongue now bolstered a fine cut, and his mouth tasted of metal.

He tried to shout out, but it came out as a whisper.

"You're DEAD, Lydia Hardy."

As Flo slowly and surely let go of Lydia, Miles knew he had to stop her somehow!

"I have to… I HAVE to… I HAVE TO!"

Forcing his voice to shout, Miles screamed as loud as he had ever screamed.

"DOCTOR OCTOPUS, DON'T!"

Doc Ock actually turned, so loud was the scream.

And what she saw made her almost laugh from how sad it was.

His costume half torn, his body aching and crying, his eyes drenching and his cuts almost overflowing his costume, the black turning red, until he looked more like Peter than himself, Miles pleaded and begged for Lydia's life.

"PLEASE! PLEASE STOP! DON'T KILL THAT WOMAN, PLEASE! SHE'S NOT A PART OF THIS! SHE'S NOT ME!"

Doc Ock almost wanted to laugh, but she didn't.

Instead, she slowly let Lydia down on the floor, the woman just managing to get her breathing back, albeit loudly.

Miles began to almost whimper, his cries turning into sobs as he felt so… Small.

"Please…", he whispered. "Please…"

Doc Ock stepped up to him, the glass crunching under her boots and her tentacle dragging on the floor.

Flo then lifted Miles' chin, and Doc Ock caressed his head.

"You know… Your biggest problem… Is that you think you can beg."

She almost seemed sympathetic.

"You actually don't believe in yourself this much. And you think… You can be Spider-Man?"

Miles didn't say anything.

"…You're no hero. You can't even save yourself."

And he continued to be speechless as Doc Ock lifted him up…

And proceeded to throw him out the window.

Lydia gasped as the boy fell, his costume flapping in the wind.

"You… You've' killed him!", Lydia shouted, furious.

Doc Ock sat down on the desk, more interested in her nails then in the events before her.

"You really think I did? He has the proportionate strength of a spider, and if he's lucky, the trash recepticle below should catch him. And even if it doesn't, his strength will save him."

She then grinned. "If he can even do that."

Lydia slowly stood up, and felt her throat, which was almost for sure damaged, maybe for good.

Doc Ock grinned and looked up.

"Now… About that warehouse..."

* * *

His head was swimming and his vision was fleeting and his body was bleeding and his life was careening out of control like a car crash.

Sudden.

Instantaneous.

Yet somehow…

Tortorusly slow.

Miles, through blurry eyes, swallowed hard the ball of spit in his mouth as he tried in vain to move… Anything.

Metallic.

He'd never expected to taste blood so many times in one day.

…He assumed that twice though was pretty lucky for someone in his profession.

"Heh. Lucky."

That's what he was.

Lucky.

Lucky, dumb, amateur…

Pathetic.

What had she said?

"You're no hero… You can't even save yourself…"

Doc Ock's words echoing and colliding like a tidal wave, Miles tried to bolt up, but…

He couldn't.

It was like…

He could…

But…

Should he?

His tensed up neck suddenly realized that it was touching something rubbery, and Miles clasped with his hands, too tired and hurt to even look to the sides.

Thanks to his strength, though…

POP!

"…Ew…"

Miles didn't need to see to know that his hand was right now covered in banana peels, rotten eggs and wet cardboard.

Shaking his hand to remove some of it, Miles sighed as his other hand decided to inspect his face.

Yep. More blood.

"Yay…"

Another sigh, this time, a lot more downtrodden.

He looked up, finally able to see the bright sunset that was blinding despite its final embers leaving the sky.

It was soon replaced, not by stars but with Doc Ock's body as she leapt out, tentacles allowing her to traverse buildings as well as him.

If not better.

"If… More like totally better."

Resentment could not even BEGIN to describe his tone.

Regret, disappointment, anger…

Guilt.

Doc Ock had potentially world ending plans…

But Miles could barely move, let alone think.

And besides…

His eyes began to droop, as he felt a great shadow cover him…

"It's not like I could… After all…"

His eyes closed.

"I can't even save myself…"

* * *

"…Spider-Man?"

"ARGH!"

An hour later, Miles was finally moving and fighting, but one would agree that a karate chop to the trash collector's arm was not the right move in this particular scenario.

"Woah! Careful! I've only got two of these!", the trash man said, recoiling with a mixture of caution and surprise.

Scratching his head, the trash man looked at Miles, who was still covered in trash and blood, his mask slightly torn, but not enough to reveal his identity.

"…You ok? Whatcha doin' in the trash?", he asked, pity, even concern in his tone.

Miles was finally able to almost stand up, and he looked down to see the damage.

It was NOT fixable by flex tape, which says a lot.

Tears all over, red spots over black, black spots over his arms, his eye hole torn enough to reveal quite the bruise, his knees still shaking, and his mouth still tasting blood, Miles was a mess.

"Not good enough… Not good enough at all…", he whispered to himself, so utterly disappointed.

What would they say?

He was supposed to be Spider-Man…

He was SUPPOSED to be Spider-Man…

But today…

Today he was…

"…I don't know.", he admitted to the Trash Man.

Holding himself, tears in his eyes and crack in his voice, he added:

"…And I don't know how to get out of it."

The man nodded, understanding perhaps a little more than most, and smiling softly, he gestured towards his truck.

"Need a lift?"

Miles blinked in confusion and pointed at the truck, startled and stupefied.

The trash man, helping him out of the recipitacle, just nodded his head and winked.

"You've given us so much. Least I can do… Ya know?"

As he opened the door, he added another line, one that impacted Miles more than he thought it would:

"After all… We all need help sometimes."

* * *

"…Miles?"

Jefferson Davies had seen many, many horrors in his days as a New York cop.

He had seen mangled bodies, twisted limbs, scars beyond your wildest nightmares.

He had seen tragedy on a multitude that was hard to even describe.

He had seen and heard them all, and he had experienced most.

But somehow, all that was dwarfed by the sight of his son, his only son, covered in bruises and cuts.

Miles, who had stashed the costume in his backpack before taking an all too knowing step to their door, tried to postpone the storm.

"…Mom, Dad… Don't freak out..."

For a 13 year old genius, Miles didn't know his parents very well.

Two hours of freaking out later, containing among other things threats of violence on the hooligans that did this, 18 yelps of pain, every Spanish synonym for "calm down" and every… Ahem, "unsavory" word in the English language, and Miles was all bandaged up, already feeling better physically.

Emotionally, however, was a different ballpark, and even a trained nurse like Rio wasn't equipped for that task.

Over and over, two particular phrases were asked of Miles during the procedure: "How did this happen?" and "Are you ok?"

Miles had bullshit answers for both, but it was at bed that night, looking at an empty ceiling of nothing and feeling everything inside, that he was finally able to answer those questions to himself:

"Doc Ock kicked my butt…"

"And I am not ok…"

Miles felt the stinging of tears again. They were happening a lot recently, but could you really blame him?

He was a flop, in every way.

Spider-Man was supposed to stop Doctor Octopus, but…

But here he was, Spider-Man…

And even though he had accepted the great responsibility and the great power…

Somehow, he had managed to fail anyway.

Tossing and turning, Miles wrestled with a daunting problem, one that was keeping him awake far more than the external injuries.

"I know I must be Spider-Man… And I want to be Spider-Man…"

He sighed, standing up, feeling so…

Small.

"But can I be a good enough Spider-Man?"

Sure, he had done pretty well in his first two weeks, and sure he had stopped Kingpin the first time.

But he had had help that first time, and since then he had taken mostly on small time burgalors and trees containing cats.

And sure, those weren't nothing, but unless Doc Ock was secretly a car burglering tree, he was hardly trained for the big leagues.

This was serious: Doc Ock could be out there, with a half finished super collider.

Miles found his fists clenching alongside his jaw.

Doc Ock could be out there with a half finished super collider.

THUD! Went the floor as he stepped down, thwiping his backpack towards him.

DOC OCK could be OUT THERE with a HALF FINISHED SUPER COLLIDER.

In no time flat, Miles had his costume on.

And he was enraged.

"Doctor Octopus has the super collider! I can't sit here moping for myself!"

Opening the window, Miles began to scale the roof of his house, the night wind giving him a chill, but not as much as the thought of what Doc Ock could do with that power.

"I HAVE TO STOP HER! I HAVE TO!"

Miles had never been more determined in his life.

He had to do the right thing, he had to save them, save them all!

But Miles couldn't even leave the roof.

As his feet began to traverse the wet trappings of the top of his house, he slipped and fell, hitting his head one time too many.

Water splashed all over him and his shivers worsened as his sight weakened.

Damp clothes stuck themselves to his skin, and the blood soaked bandages fell off, his wounds opening again.

Squinting eyes, Miles could almost see Peter in the clouds…

Disapproving.

As sleep fell over him, Miles could only hear one voice:

"You're no hero… You can't even save yourself…"

And as his nightmare started, Miles could only say:

"…Sorry… Peter…"

* * *

MILES' NIGHTMARE.

21:48 PM.

ABSTRACT COLOR FILLED HELLSCAPE.

TODAY'S MUSICAL SELECTION: "The Rose With The Broken Neck" by Danger Mouse (check it out, it's great!)

Floating in clouds of red, pink and orange, Miles, purple and green from head to foot, his costume all but gone except for the spider emblem that defiantly stuck on, slowly opened his eyes as he saw the ground…

And he's falling.

Greeeaaaaatttt…

He opened his mouth to scream, but nothing came out.

And no one was there to listen.

Panicking, Miles tried to use his webshooters, but they were seemingly out of web fluid, because of course they were out of web fluid, WHY WOULD ANYTHING WORK?

He clicked again and again as clouds with May and Ganke and his parent's faces raced past, but he didn't have time to notice that weird detail, since he was falling to his death and all that jazz.

Also, what's up with this song? He's never heard it in his life.

What was really annoying was that he could still say nothing, it was like his mouth was being covered up.

Huh.

Why was he applying plaster to his mouth?

More importantly, why couldn't he stop?

I mean, it tastes great, could probably use a little more something something, maybe some chilly sauce WHAT THE FUCK WAS HE THINKING?

Whatever, doesn't matter if he's going insane, gotta focus, gotta web myself out of death, which is taking a lot longer than it should.

But despite all his pressing, the webshooters came out dry, before turning into his face.

"You're not trying hard enough…", it taunted, dead eyes and tired expression.

Miles growled. Of course he was trying hard enough! He was trying so hard and it was all crashing quite literally down anyway!

Angry and resentful, he threw the web shooters away, and they crashed into what looked like Hardy Foundation, suddenly spewing out a ton of webfluid.

"Now?", Miles thought, disappointed with the timing, and then horrified with the result, as the webs began to surround him.

The white net began to envelope him in darkness, and Miles tried to get out, punching and kicking and headbutting and scratching every which way but it was all for naught, the webs choking harder and harder, squeezing him and turning off the light.

His eyes started to pop out and his breath shortened as the webs tightened their hold, suffocating and restraining, his position immovable, unchangeable.

He mouthed "Let me out", but the webs decided to hold even harder, making Miles wheeze harder and harder and harder and harder and it was harder to keep his eyes open and it was harder to keep going and his hands hurt and his knees buckled and his neck tensed and his ears buzzed and his heart stopped and…

"Little fella?"

Miles opened his mouth but again nothing came out.

In fact, he couldn't even stand up, but that was the least surprising thing.

What was really weird was that everything was now black and white, yet he was still Purple/Green.

Looking in front of himself, there was nothing but miles and miles and miles of nothing, and behind him, there were Miles and Miles and Miles filled with nothing, dead stares.

Wait, what?

Miles jumped, startled. Still flinching, he cautiously extended a terrified pinky to touch the first one, which slightly rocked.

Opening his eyes, Miles slowly resumed his standing position, and waved a hand back and forth at the first Miles, who didn't respond despite his open eyes.

Miles was absolutely confused. What the hell was happening?

It was honestly a perfect replica, as were the hundreds if not thousands stretching out to infinity.

Curiosity got the better of Miles, and he stared straight into the first Miles, who was now suddenly in costume.

Jumping again before straightening himself, Miles couldn't help but sigh as he stared at the blacks and reds that HE had made, the costume HE had designed to stand out, to be HIS Spider-Man.

It was a work of blind, immediate passion…

"And it's just junk now.", he said, not noticing that he could talk.

He caressed the mask's cheek, and he saw himself.

"…Look at yourself. What happened to that confidence? That belief? That passion?"

Miles hugged himself, feeling cold, not hearing the footsteps behind him, slow and deliberate, echoing down the caverns and halls.

"…What happened to me?"

"I'll tell you what happened Miles."

Shouting out in fright, Miles aimed a finger gun at the new figure before him, only to suddenly relax and adopt a gigantic surprised grin.

Sure, there was a sinkhole in front of him that was slowly sucking him in, perhaps forever, but…

Noir was standing in front of it.

"NOIR?!", Miles shouted out, enthralled.

Noir nodded, but his mask hid his expression.

If only Miles could see that it was not the smile he was sure it was hiding.

Miles held his head, his mind blown. "How did you end up here? Wait, you're here to help me, right?"

Miles cheered, pumping his fist. "Just what I need! Thanks, man!"

As Miles began a run up, he explained his problem. "You have NO IDEA what I've been through! I was falling down, my webshooters didn't work, and my mouth is covered up so I can't even talk! You probably can't even hear me!"

Miles leapt over the sinkhole, not even noticing that he had done that, and he offered Noir a high five.

But Noir didn't return it.

Miles, confused for a second, laughed it off. "Oh, yeah! I don't think we taught you that."

He grabbed Noir's arm and tried to teach him the modern custom. "See, you just need to kind of slap my…"

Now, it was sort of expected that Noir wouldn't know high fives.

What wasn't expected was Noir twisting his arm and then kneeing him in the stomach.

Wheezing, eyes wide and shocked, Miles could only cough as Noir grabbed him by the throat and webbed him tight, now only Miles' head sticking out.

Miles, still failing to believe what was going on, tried to talk but found his mouth covered again.

Noir removed the plaster and glared at Miles, his angry face very apparent through the black and white mask.

"Noir? Dude, what are you doing? It's me, Miles!", Miles tried to explain, begging and pleading for mercy.

"No… You're not Miles.", Noir suddenly articulated, slowly and coldly.

Miles could only stare as Noir suddenly removed Miles' "mask" and revealed a classic red Spider-Man mask.

"You're not Spider-Man, either."

The second mask was also removed and Miles found himself now with his usual face again, but his plaster was off.

"You're barely a kid…", Noir whispered harshly, rage in is voice.

He pointed at the long row of Miles', and Miles looked behind himself to see that somehow, they had all fallen.

"Your fault."

Noir tightened his hold.

"ALL your fault."

Miles shook his head. "It's not like that! I can still do it!"

Noir then laughed, a cold, cruel, almost evil laugh, that sent a chill down Miles' spine.

"You made two mistakes, kid: One!"

Harder. Miles could barely breath.

"I HATE jokes."

The hold was now loosening. Was he saved?

"And two…"

Suddenly, Miles felt the hand remove…

And he was above the sinkhole.

He couldn't scream…

Since he was once again applying the plaster.

"…You're holding back."

Miles fell down and down and down and as he did he suddenly saw the black and white place turn futuristic and anime-esque, and Noir was replaced with the pint sized genius Peni, who aimed a blaster at Miles.

"Peni? Not you too!"

But Miles' words were not heeded as Peni's blaster recharged and began to load its shot.

"Why not? You're letting me, aren't you?"

BOOM!

Miles fell down again and…

"You think you can save us by constantly beating yourself up?"

Ham too now?!

Ham punched Miles, and Miles, getting pissed and figuring out it was not really them since they would never do that, punched back.

But instead of "Ham" it was himself he punched, and Miles felt the pain he inflicted on other Miles on himself.

His nose was bleeding now and the blood turned into Peter's mask.

Peter didn't like that.

"JESUS, MILES! YOU'RE NOT ME!"

Punch again and now the Peter Miles knew was replaced with the Peter Miles lost.

"YOU'RE NOT EVEN YOURSELF!"

Punch and…

Leaning down, cupping his chin, Gwen grinned maliciously.

"As if I'd ever love someone like you… Someone who gives up… Someone who can't notice what's underneath his nose…"

Miles didn't look down, but his parents were there.

May was there.

Ganke was there.

They all held a safety net, but Miles didn't notice, too busy he was crying.

"You're holding back!"

Punch and punch as each spider replaced the other taking turns beating him up.

"You're stronger than this!", Noir shouted.

"You're better than this!", Peni shouted.

"You need to roll with the punches, baby!", Ham shouted with a Mr. Incredible mask.

"You're smarter than this!", Gwen shouted.

"You need to stand up and let them stand you up!", Peter shouted, and his punch sent Miles into the arms of his Peter.

His Pete looked at him with disgust.

Miles looked down. "I'm sorry… But you can't hear me."

"No… You're doing this to yourself."

Miles looked down to see himself applying more plaster.

Why was he doing this?

Peter shook his head.

"You wanna be Spider-Man?"

He threw him down to the ground.

"Stop giving up."

Miles fell and fell and fell as octopus arms began to rise from below him.

"Oh crap!", Miles thought and he tried to escape but the arms enveloped him, Doc Ock's face one of horror and utter madness.

She had a long tongue that slithered down his neck and a knife to his throat.

"Don't you see? WE are one!", she announced with a terryifing voice that echoed and feedbacked in his ears.

Miles screamed again, only for something even odder to happen:

Doc Ock hugged him.

Like, really hugged him, with tears and everything.

"Nothing is as it seems…", she whispered, caressing his hair and kissing his forehead, making Miles feel very warm.

"Look inside yourself… And find the man in the spider."

She touched his emblem and it began to burn as Miles folded into himself.

"Alone alone alone alone alone alone you are…"

Miles crashed down suddenly back on the roof, through the word "Alone" and he smashed onto the roof, which oddly made no sound.

As Miles' head shook back awake and he panted hard and heavy, a split screen formed and Doc Ock was too on her knees.

She wasn't in the warehouse…

Since there was nothing in the warehouse.

Despite her best planning, despite her real threats, despite her highest efforts…

Despite her love and commitment…

She had failed.

Lydia had managed to order the machine destroyed just in time.

And unfortunately there was no point in killing her.

So Doc Ock stood up and Liv knelt down as she looked at the grave stone in front of her, rain soaking it and thunder crashing above, almost as if the spirit in said grave was angry.

As he should be.

Tears soaking her cheeks even more than the rain, Liv held the grave close, hugging it, sobbing and shaking, a fraction of her former self who was so triumphant and jubilant before.

Miles was still trying to digest the dream.

He looked at the sky and saw the web he had made above him.

He didn't remember doing it, but he had done it.

Weaved beautifuly, the silk shone in the night sky like a diamond, its bright light his only company.

Sitting up, Miles shook as he took the wrong message from his dream.

Tears soaking his mask which he took off, Miles looked neither like a hero nor like himself.

He was a boy…

And he was utterly, utterly…

"Alone" read the web.

Feeling his spit in his throat, Miles cried out, quietly and silently and broken, "Help… Help, please…"

"Help… Please help me…", Liv said, nearly breaking the stone.

"I'm… I'm lost. I'm alone. I… I need help.", Miles called out, but no one answered.

Together, at the same time, Miles and Liv expressed one terrible thought.

"I'm not good enough. Please… Help…"

They shook and shed one single tear.

"I don't want to be alone…"

* * *

**Easter Egg List:**

1\. Once again, Bruce the Gargoyle is a reference to "Spider-Man: The Animated Series" (1990's).

2\. "Good Enough" may be an obvious title, but the lyrics fit Miles all too well!

3\. Negative Electric Charge (obviously) stands for Miles' restraining of himself, particularly in this chapter.

4\. Do I need to explain "Marvelous"? Fine, Marvel Comics, ok?

5\. The Daily Bugle Headline "He's Back!" is a reference to Spider-Man 2's famous headline moment.

6\. Once again, "Sunflower" was in the movie and was Miles' favorite song, so it HAD to be the ringtone.

7\. I don't need to explain why Jefferson said "Responsibility".

8\. Hardy Foundation Research Center only really exists in "Spider-Man: The Animated Series" (1990's), so that's another reference from that.

9\. The footsteps that walked away are… Well, I'm pretty sure you could guess with some research.

10\. The "All these sounds had been and would be heard again" is a reference to Peter Pan's "All this has happened before and all this will happen again" line.

11\. Reggie, Jerome, Kyle and Cedric are all humans from "Shrek 2". Yes, really.

12\. Also, the coffee and Monte Christo line is a reference to Fairy Godmother's lunch order from "Shrek 2", as is Jerome's answer of "Yes, Ms. Hardy. Right away."

13\. Leopard coated chair because of the whole "Black Cat" theme.

14\. Dario Aggar is one of the CEO's of Roxxon, one of the many evil companies in Marvel Comics. Dario can turn into the minotaur, if memory serves.

15\. The three examples of better weaknesses reference each one of the other CEO's: Norman's insane, Fisk misses his family and golden string was the key to beating the Minotaur in Greek mythology.

16\. And finally, my version of Felicia Hardy enters the scene! It's definitely different to most versions, and I'm sure that not all of you will like her. To those of you who don't: Patience. She has a LOT more depth than you think…

17\. Do I even need to explain why Felicia is called "Kitty" by Lydia?

18\. Again, "Rich Girl" may seem obvious, but the lyrics tell more.

19\. Squakes are Tweets because alternate universe jokes are great!

20\. Garfield is a cat and Felicia is a cat cat cat cat cat puns she be a cat!

21\. For those interested in Felicia going to Visions, you'll have to wait for the sequel to this story.

22\. Hissed LIKE A CAT GET IT?

23\. End. Of. Discussion. Is an Amphibia reference. Sasha says that to Anne when she's being a toxic friend.

24\. Doc Ock attacking Lydia is a reference of sorts to the "Spider-Man: The Animated Series" episode where that happens.

25\. Also, Lydia massaging her temples looks like Yzma doing that in "The Emperor's New Groove", in her first scene.

26\. Tempered Glass is the strongest type of glass there is, and it means that Miles is stronger than he thinks.

27\. Miles' calming down process from the film is used in the scene when he's outside Lydia's office door.

28\. Do I EVEN need to explain "Cat got your tongue"?

29\. I thought it would be interesting if Walter Hardy had some Black Cat esque gadgets, and it made sense to me that Lydia would have some left over, just in case.

30\. I tried to go for a horror movie tone when Doc Ock gets really pissed at Lydia.

31\. There's a reason Miles looks more like Peter than himself at his worst, and I'm sure you all get it.

32\. The "Heh. Lucky" moment is a reference to a similar scene in "Batman: Year 1".

33\. "The Rose With The Broken Neck" is one of the MANY great songs from Danger Mouse's underrated album "Rome". PLEASE HEAR IT IT'S BRILLIANT!

34\. There's some color theory in the dream, in terms of color wheel.

35\. The many Miles' scene was inspired by the hall of Rey's scene from "The Last Jedi".

36\. Ham referenced Incredibles 2 cause he would.


	4. Discovery and Observation

Tick.

Tock.

Tick.

Tock.

Tick…

Tock…

Liv stared at the clock on top of the egg shell white walls of the hallway outside her office.

Tick tocking away…

Her chance slipping by her fingers…

She internally cussed, a finger to her temple.

This was supposed to be easy.

Or well…

She was supposed to be doing better.

But she wasn't… Was she?

Not helping was the major pain in her ass sitting currently in her office killing time so effectively he should be arrested for it.

It was the third day of her mentorship of Miles Morales, a student she was finding most difficult.

His insistence on taking eternal precautions instead of heading on was the equivalent of her running into a brick wall: It was impeding progress!

Liv began to pace up and down, her brain racing a mile a second as two of her fingers operated almost as conductor batons.

True, he had a point (sort of) about the safety of the collider: She saw what happened when Fisk barged in with his plan.

But she was better than that! She would have made a perfectly functional one by doing what no one else would, and making the damn thing!

If her pupil didn't take the bold risk of making a working collider, it would have never worked! Making a safe one would take months! Years!

And Liv only had a month (now rapidly turning into less) with some cowardly oaf of a child, who had knowledge he refused to share!

"It's… It's maddening!", she growled, and she pounded a wall, her glasses slipping off for a moment, her rage breaking through her mask.

Bits of dust fell off the wall and Liv kept panting angrily, thinking of the insolent teen. "He's ruining everything I've worked for! Everything WE'VE worked for!"

She looked up at the portrait again.

The picture that sent her reeling internally every time she even glanced at it.

He was her everything…

He… He WAS her everything…

Her rock… Her island… Her inspiration… The stars in her skies, the color in her rainbows, the poetry in her songs…

And now… He was gone.

"And it's all because of him…", she whispered, tears running down, tears she quickly wiped.

All the things he wanted to do… All the things he could have done…

Vanished… Like the rays of the sun when it sets.

She clenched her fist, feeling pain… Feeling lost.

"If you were here… You would have known what to do. I'm just…"

She choked, sobbing almost. "I'm just not as good as you."

"Now…"

She lifted her head at the sound of the voice, and suddenly she was 13 years old again…

Standing in his lab, as ever, when something went wrong…

_"__Now… If my hypothetis is correct…"_

_His hand caressed her cheek, which was damp from the tears she had cried._

_"__You've had a bad day, haven't you, sunshine?"_

_Liv nodded, without saying anything, pouting despite her age._

_"__Come. Tell this fossil what's bothering you."_

_That made her laugh. He wasn't THAT old. "You're in your 20's. Don't exaggerate the facts to support your statement."_

_That made HIM laugh. "I see I've taught you well."_

_"__Not well enough."_

_Sighing, she sat down next to him, watching as he fine tuned another energy amplifier._

_The walls of the office were inviting, always so warm and cozy, just the way he liked it._

_The smell of brewing coffee could be scented from the other room, and Liv took the opportunity to look around at all the amazing doohickeys he had in his lab._

_There were A.I projects and Pollution removers and solar energy devices and even a jetpack!_

_"__It never ceases to amaze me that you made all this! If only I could do that…", she trailed off, as blue as the sky he so often looked up to._

_Nodding slowly, he turned his chair and looked her in the eye. "Now… I'm not going to lie to you. I'm gonna say it straight, because you deserve it."_

_He smiled, trying to cheer her up and prove his genuine feelings. "You… Are the most gifted mind I've ever known. And that includes me."_

_She smiled softly._

_"__I mean that. You are. And in time… With patience… You will do great things."_

_"__How are you so sure?"_

_He fixed a strand of her hair. "You are destined for greatness. You are driven, and passionate, and if you can steer those into the right areas, you'll be the greatest mind ever known."_

_He then repeated an oft said phrase. "Liv… Never forget your duty as a genius: You have great power… And with great power…"_

"…Comes great responsibility.", she finished.

The responsible thing to do… Would be to relent to Miles' demands (for now), and get it done.

She sighed. She'd much rather be over and one with it. She'd much rather do what she had been fighting for for so long.

His legacy HAD to be completed.

…And so, she had to make sacrifices.

Looking up at the picture, she nodded firmly, composing herself and entering business mode. "I will make up for my mistakes. I will make sure your death wasn't for naught. I will wait for my redemption… No matter how hard that is."

And with that, she stepped down the hall and swung the doors wide open, making Miles jump in fright and crush the juice box he had been fiddling with for 15 minutes.

Liv observed this with an almost amused grin (yet, weirdly, not that condescending).

"Already finding solace in the drink, Mr. Morales?"

Miles smiled sheepishly. "I can quit any time?"

Considering the litter of crushed juice boxes spread across the desk, Miles was very much lying.

He wasn't, however, lying to himself.

Miles had spent the time he had waiting for Liv properly: His nightmare had effected him greatly, and he had been dissecting it over and over again in his head, like a sports replay going through a booth review.

Sadly, no commercial breaks were there to alleviate his pain.

But all that analysis allowed Miles to come to one important conclusion: He wasn't doing enough.

At least, he wasn't doing enough RIGHT.

He had already allowed Doctor Octopus to get away with so much.

She surely had a super collider in her grasp, waiting to use it at any moment!

It was a stroke of luck that she hadn't yet!

In other words, there was no other choice: Miles would have to risk it all.

He would follow Liv into her labs, allow her to be distracted by the unlimited power in her grasp, and when the chance was right, he would finally take her down and truly become Spider-Man again.

Only this time, he wouldn't revert. He wouldn't fuck up.

He would be the perfect Spider-Man, as he should have been all this time.

A lot was at risk here, yes: Doc Ock would know who he is for sure, his grade would tank which would arouse suspicion from his parents and teachers, he would let them all down, AND there was a pretty good chance he would die.

But if there was one thing, ONE THING Miles knew he knew, one THING he was sure he could finally get right, it was:

"That with great power, comes great responsibility…", he thought to himself, slowly standing up and staring Doc Ock down.

The scientist reflected the move, and the two stepped closer and closer to each other, the tension thick, the air at a suspenseful hold, their footsteps echoing across the room with meaning, with destiny.

Miles, his hand already reaching towards his webshooter, just in case, stated an already known fact. "Doctor Octavius, if you haven't changed your mind, you know where I stand."

"Oh…", Liv started, observing her student with withdrawn interest. She hadn't expected anything like this, and his sudden confidence was something she hoped he would keep for the project. "I do know where you stand, Mr. Morales. And I think you'll be interested in what I have to say…"

Miles gulped, a sweat bead running down his neck, as he braced himself for anything…

Of course, a handshake was the last thing he saw coming.

"We shall build the collider the right way: Properly, with no speed and no bold leaps!"

Miles stared down at the hand with wide eyes, shocked and startled, almost gaping.

A hand reached out to close his mouth.

Scratch that, he was gaping.

He continued staring at her hand, though, almost like it had turned into a dancing elephant with Yoda's face.

"Focus, you must! Important information, she dispels! MHMHMHMHMHMHMHMHMHM!", Yoda-Phant interjected, and Miles shook his head to wake up as Doctor Octavius continued to shake his hand, albeit less enthusiastically.

"No offense, Mr. Morales, but I need this hand for insignificant things, such as building your project, saving your grade and ass, and basic functions."

Miles removed his hand and continued to stare wide eyed as Doctor Octavius walked outside her office and motioned for him to come without even looking.

"Come now, Mr. Morales!", she called, whistling, almost like to a dog. "We haven't all day now, only less than a month because of your incessant demands!"

Miles, who had just been informed he was right, was now thoroughly confused. Did Doctor Octavius mean any of this?

Walking up to her, he immediately regretted it, as she elbowed him in the side. "Ha! I'm just joking with you, it's my fault just as much."

She then had to add "Well, you more, but who's calculating?"

A calculator that was suddenly whipped out exposed the lie.

"I thought it didn't matter.", Miles said, eyebrow raised, as they began to walk down the busy hall, inventors and scientists of all kinds moving massive parts of different inventions and gadgets.

"I kid, it really doesn't.", Liv said, and she seemed to mean it.

"Look…", she began, turning oddly quiet, Miles again noticing this happened next to the infamous picture.

Liv took a deep breath through her nose and continued. "I still think that you must learn to leap with faith at every turn…"

"I was sure I'd learnt that.", Miles thought, depressed.

"But you raised a good point. And Believe it or not, my aim with the collider is the same as yours: I want to use it to better the world… HEAD DOWN!"

Miles, whose spider-sense was functioning for once, ducked before she could help, and Liv looked surprised at this.

"I'm smarter than you think.", he said, cockily, before suddenly having his head pushed down.

Looking up, rubbing his scalp, Miles saw that a scorpion esko-skeleton tail had nearly pierced right through him.

Looking at Doctor Octavius, Miles saw her small, almost educating smile.

"Mistakes will happen. It takes time to learn things."

She then took off, speed walking impressively down the hall, Miles barely keeping up.

"But enough chit chat! We have work to do!"

The doors swung open, and Miles tentatively peered in, standing by the side of the door.

Suddenly, he gasped, but, out of all emotions, in amazement.

Liv pulled him in, and said with a proud voice "Welcome… To my lab!"

While the floors were still grey and the walls were still white, the lab was anything but like the halls outside. Miles turned around and around in awe as dozens of incredible sights popped up from all around him: Robotic arms constructed millions of micro and nano-bots in a minute, actual androids walked around, using a 3D-Printer ray gun to make actual fully formed food, and in tiny cubicles functional body parts were being assembled from scratch, paving the way to cures for all ailments.

And that was without mentioning all the other things, like big laser guns, a ceiling that projected every single star sytem in the universe, and mini droids with octopus arms cleaning the floors in lightning speed.

"Careful not to trip on those. It… Happens more than you'd think.", Doctor Octavius warned, rubbing her shin suddenly with a pained expression.

Miles couldn't even begin to describe what he was seeing, and he continued gaping excitedly, eyes burning with wonder.

Liv, hungry for praise, stepped next to him and nudged him. "Go ahead, tell me your favorite."

At first, Miles didn't know what to say, they all looked amazing: Could you really choose one?

"Doctor Octavius, that's gotta be scientifically impossible!"

But as he neared the somehow so far away midpoint of the lab, he noticed the invention that stood there proudly, somehow operating the entire room, burning brightly.

It was a blinding, in more ways than one, ball of fire continuously turning in circular motions in a metal container.

It reflected in Miles' eyes, and he was almost glued to it like a moth to a bug zapper. "Was this really running the whole lab?", Miles thought, awestruck.

Doctor Octavius, noticing the invention, fixed her eyes on it sadly, caressing it almost like an old pet that had served faithfully for years. "I see you have excellent taste.", she said, but not a hint of ownership or boastfulness exhuded the sentence. Instead, a melancholic and nostalgic air took over the scene, and Miles looked at Doctor Octavius, a little concerned.

Doctor Octavius' eyes wouldn't show it, but tears were almost beginning to form as she choked out "…Imagine. Making so many amazing things… And my two best inventions are not even my own. I WISH I could make anything as good as this. But that would be a disservice to him."

Miles connected the dots, and a part of him wanted to ask, but he decided not to. "…I'm sorry."

Doctor Octavius suddenly adopted a small smile and she gazed at Miles, for the first time, in a truly good light. "…Thank you."

She then took a deep breath and stated "Well, he wouldn't want me to just stand around. Your grade is in dire trouble if we lose today as well, and I will not have that on my list of achievements."

Turning away from the energy source, she offered her palm to Miles, who looked down at it, confused. "Well, hand it over."

"…Hand over what?", Miles asked, confused.

Doctor Octavius gave him an even more confused look. "Um, the super collider? You know, the project we're supposed to be working on?"

Miles was still lost, and he tried to look around the lab, desperately searching for what was supposed to be there. Where was the super collider she stole? She didn't need him to make one, she nabbed the one from Hardy Foundation! As a matter of fact, why the hell had she asked him here in the first place if she already had…

And then, it hit Miles like a pile of bricks.

Doctor Octavius also realized something (albeit a different something) and she face palmed hard, so hard you could hear it at the end of the lab. "Are you telling me that you FORGOT your super collider? What did you think, that I had one just LYING around? Why the hell would I make you build another one?"

"HOW THE FUCK DID I MAKE THAT MISTAKE?", Miles thought, cursing his distracted and faulty mind. Once again, he had fucked up massively.

Doctor Octavius continued to shake her head with her hand on her face, trying to calm down from the utter stupidity of her student. "Ok, ok, so mistakes happened. It's ok. We'll find it, we'll build it, there's time."

She then looked at Miles and scoffed. "Mr. Morales, how do you manage to impress me AND disappoint me in the matter of a single minute?"

Miles shrugged. "It's a gift?"

Deep down, he wanted to kick himself hard, but he was just so used to this by now he figured it might as well happen. At the very least, if he could stall a bit, it would mean less time to build the collider, and more time to figure out how to stop her before it was too late.

In a weird way, this was a blessing in disguise!

Miles began grinning, realizing how lucky he actually was!

"I guess being a failure has its advantages!", he observed happily, and he sighed contently.

"Mr. Morales, we don't have all day, so stop grinning like an idiot. Where's the collider now?"

Crap, right, he had to do that too.

Knowing he couldn't lie, and that it was possible to use his parents affinity to blabber for his advantage, Miles replied "I… Left it in my house."

"Fine. I guess a trip to there shouldn't take too long. If we hurry up, we'll get some work done after lunch!"

She then nudged him in the side, smirking. "Guess it's time for a house visit! Get it?"

Miles stared blankly (getting it, but not finding it funny), and Doctor Octavius sighed. "Come on, this is gold! Eh, I'm wasting good material on you."

Miles suddenly side smirked and ribbed "THAT'S your good material?"

Usually, Doctor Octavius would have hated such a remark. But sometimes, even a little shit remark like that made you smirk in return. "I can't make heads or tails of you. I kind of… Admire that."

Suddenly, as she turned her head up for a moment, she saw it.

A small but very identifiable explosive was hurtling its way towards the window, the beep now noticed by the two of them, as they slowly realized that…

"GET DOWN!", they both cried in a panic, and they narrowly ducked as…

CRASH!

Thousands of glass pieces littered and rained on the floor like a hailstorm, the other scientists ducking in fright too, a gaping hole now where the glass once was.

The sound was deafening, and Miles and Liv barely managed to evade injury. The two were still on the ground as they opened their eyes and noticed the device, still beeping ominously, a countdown flashing large red numbers.

"OH MY GOD A BOMB!", Miles shouted in terror and he made a move to remove it, but Liv, who had recognized its origin, sighed and stopped him, lifting him from his hoodie.

Miles, who was dangling like a cat, tried to wrestle out of her control, Liv too phased too care. "Doctor Octavius, I know you're annoyed with me, but surely you want to live!"

"Mr. Morales, calm down, PLEASE. This, unfortunately, is not a real bomb."

"In what UNIVERSE is a bomb not being a bomb bad news?", Miles asked incredulously, frustrated with the infinite contradiction that was Doctor Octopus.

Silently, Doctor Octavius picked up the bomb (still holding Miles by the hood) and with quick precision, she removed the "lid" and punched in a code known only to her and the deliverer of the "bomb".

Miles stared wide eyed as the "bomb" suddenly began to flush out smoke and transmit an audio recording.

"Liv, my firecracker! If you've solved this, it means that you DO care about me!"

"Hardly.", Liv commented, and Miles continued to be puzzled by all this.

"What's going on?", Miles asked, but Liv shushed him.

"Questions later, it's not done.", she silenced, and Miles decided to shut up and listen.

The bomb continued to speak, Liv looking more and more pained, Miles looking more and more confused. "And it also means that you will now know that I took your students collider!"

"SHE WHAT?!", Miles shouted out in disbelief, and Liv covered his mouth, making him squirm.

"If you don't listen, you don't learn. I would expect you to know at LEAST that.", she disciplined, and Miles sighed, failing to believe how things had gotten even worse. Could one day, ONE DAY be slightly easier on him?

"And of course, you will want to get it back. I expect no less! I've been sooo lonely since our last encounter, and I think this is a pretty good win-win for me! Either I sell this for a shit ton of money, or I get to fight you again and see that CUTE face of yours when you get fussy!"

Liv was getting fussy (read: mad), all right, and she was wondering how things could get worse. She clenched her fist, and Miles, still hanging off her other hand, wondered if perhaps he had done something to anger god or whatever, because this was getting ridiculous.

"So, you know where to find me! The question is when you'll finally arrive so you can have some fun! See ya in a bit! Toodles! Love, Janice!"

A big MWAH sound could be heard, before the recording silenced, the bomb now laying dormant on the floor with not even a single light blaring.

Miles was finally dropped onto the floor ("ouch!") and Liv quickly returned…

…And she smashed the bomb with Harry.

Miles looked up, anxious and worried, as a literally armed Doctor Octopus offered her hand with a no nonsense face and a growl to boot.

"Come on, Mr. Morales. We have a beetle to catch…"

* * *

10 minutes later, and Miles found himself sitting opposite to a literally armed Doctor Octavius, busy assembling some kind of gadget (it looked like a blaster of sorts, but Miles wasn't interested in guessing incorrectly and getting eye rolled to death). The subway car moved smoothly down the tracks, Miles still trying to get used to the fact he was even IN the car. They had moved as fast as lightning to get there, and throughout the entire time, Doctor Octavius had done nothing but pester him to move faster, carry this faster, read the new york subway map faster.

"I guess I was supposed to know where Beetle's hideout is…", Miles thought sarcastically, rolling his eyes himself as Doctor Octavius continued to fidget with her device, a screwdriver the object of her utmost attention.

No words were spoken now, not even statements designed to make Miles move faster, so the boy took the chance to rest for just a moment. After all, he was about to face down a supervillain without his costume or powers, and on top of that she had his collider.

How the hell she had it, what did she do to take it, well, that was anyone's guess. Miles couldn't risk it since it would for sure lead to him having to bullshit his way out of revealing the not so small secret that he was Spider-Man, and then an insect themed criminal with the most dangerous thing on earth would be the least of his concerns.

"My world just keeps getting weirder and weirder…", he thought, wiping some sweat off his forehead and leaning on the window ledge, his eyes trained on the silver grey walls that separated him from the smelly and damp tunnels. Somehow, those seemed more inviting.

Sure, Doctor Octavius was not planning to kill him right now, but she was a super villain! And he was in her grasp, which was becoming a regular occurrence. She was always one step ahead, that Doc Ock, always planning perfectly, always stronger, always smarter, always faster. It was ridiculous!

Well, maybe not so ridiculous, considering his recent screw ups, but facts didn't make his predicament less annoying.

…How did he let this happen? The super collider in a villain's hands, the fate of said object in the worst person possible's hands, and the fate of the multiverse in his ineffectual hands.

Why couldn't a pair of functional hands replace his?

His fault. Always his fault.

"Just not good enough.", he thought for what must have been the thousandth time.

A few more minutes of silence passed, and Miles noticed that Doctor Octavius was struggling with the gadget, seemingly trying to figure out a technical problem.

"Wouldn't hurt to sneak a peek…", Miles thought, and he leaned over the barrier between them to stare down at the device. The gun shaped invention was intact, all right, but the switch didn't seem to be doing anything, a puff of smoke definitely NOT the intended result of Doctor Octavius' tinkering.

The power core was glowing from the open battery cover, and Miles noted its similarity to the energy amplifier from the lab. Calculating quickly, he pointed at the power core and said "Maybe you should…"

Without even looking, Doctor Octavius slapped his hand away, making him yelp in pain. "Ow! That hurt!"

"It was supposed to. What an unnecessary statement.", Doc Ock commented dryly, and Miles scowled, rubbing his now stinging hand.

"Gee, sorry.", Miles sarcastically apologized, and he returned to slumping in the corner.

Doctor Octavius, meanwhile, grumbled angrily at her invention. Why wasn't it working? The designs were perfect, the energy core was beyond perfect, it couldn't possibly fail!

Scowling as well, she sighed and sat back, closing her eyes and massaging her temples, trying to get her brain flowing.

And for a few more minutes, silence reigned between the two arch enemies. Nothing could be heard but the light shaking of the car on the tracks, the flickering of the lights, and the AC blowing overtime.

Miles shivered a little bit, wondering why would they still ventilate the subway this late in September.

And that's when Miles got perhaps the biggest surprise in his life as a white lab coat suddenly covered his face and temporarily blinded him.

"What the?!", he shouted out, wrestling out of its cover and looking directly at the person responsible for this odd act.

She merely observed him with what looked like zero interest, before blurting out in a seemingly bored tone "You're of no use to me if you're cold."

But Miles could tell that this was no random act, and to get one on her, smirked and said in his most grateful voice, "Thank you, Doctor Octavius!"

"Oh, shut it!", she admonished, but for just a moment she smirked at him, before resuming her tinkering.

Miles let the lab coat envelope him, only his head popping out, and after considering it, he had to admit: It WAS super comfy.

Snuggling into it like it was a poncho, he sat there for a while toasting like a marshmallow on a fluffy cloud made of stuffed animals before asking "So, who IS this Beetle person? Why does she want the collider?"

Doctor Octavius looked up with disinterest from her work and absent mindedly informed him that "Oh, she's an expert thief in it for the thrill."

And then she added, as if it was some sort of afterthought, "Oh, and she's my ex."

Miles nearly spat out the drink he didn't have in his mouth. "What? Your ex?", he exclaimed, buggy eyed and shocked at this reveal.

Doctor Octavius was not impressed. "…Mr. Morales, you do realize that being disappointed in your wasted potential is only one item on my to do list, right?"

"Uh, of course I know that! But you dated this master thief?", Miles was still surprised at this turn of events.

"In my defense, she was a bartender when I hooked up with her.", Doctor Octavius explained.

Miles wasn't sure if he should or if he could dig deeper, but curiosity got the better of him. "So… What's the story?"

"There's no story.", she waved him off, seemingly not caring.

"I highly doubt that. If there wasn't, she wouldn't go to such lengths to get you to come to her.", Miles pointed out truthfully.

"Ah, so you only show sound logic and reasoning when it comes to my private affairs, but not to your assigned school work that's due in less than a month and also is in mortal danger?", Doctor Octavius criticized, raising an eyebrow.

"Pretty much, yes.", Miles joked, but he was also sort of criticizing himself as well, since he DID feel responsible for his failing grade as well.

Scoffing, Doctor Octavius pointed her screwdriver at Miles, dangerously close to his chest. "She was nothing more than a distraction. A reprieve, if you will. She was a tool back then, and she's an obstacle now. Good enough for you?", she shut him down, and Miles quieted down, before realizing something odd in her words.

"…Reprieve from what?"

Doctor Octavius responded to that by turning her back on the boy, and Miles, frustrated, went back to doing nothing in his new blanket.

At first, Doctor Octavius tried to bottle the growing feeling of grief in her body. Janice reminded her of things she'd rather not remember, and considering all the mourning she had had to do recently, she would have liked a reprieve from her pain that didn't come in the shape of a former reprieve that betrayed her.

She just wanted to pass a day without thinking about him: Was that so hard?

Alas. It was.

Doctor Octavius shook her head and almost laughed at herself. "All the brains in the world. You'd think I'd learn when I'm beat."

Every day, she had hoped for a reprieve from his death.

Every day, she failed to get just that.

Sighing, she turned her head slightly to observe Miles, who seemed depressed once again.

He turned his head to hers, and, looking down immediately, said "Sorry about the collider. I should have brought it."

He then added "And sorry for asking about your ex. I should have known you'd hate that. That was really shitty of me."

Doc Ock remembered how earlier Miles had expressed another pointless apology, that time for her grief, and for the first time, she saw him in a different light.

Miles Morales was perhaps wasting his potential, and annoying in his stubborn cowardice, and an all around pestering little shit…

But he showed her care and apologized when she had given him no real reason to do both.

It was… Almost touching.

Turning fully to him, she observed him with a small, sympathetic glance. "Don't apologize. You couldn't have known she'd take it."

She quickly added "You should have brought it, of course, but I should have thought of Ja… Beetle coming. She would have found out of the project sooner or later."

She added "And you are risking your life (albeit, with someone as capable as me) to get it back."

Finding herself in a place she was not used to, she hesitatingly added "So I guess what I'm trying to say is… I'm sorry."

It was the first time in years that she had said it to a living person, and it made Miles blink in confusion once more.

Doctor Octavius smiled softly at him. "I… Thank you for earlier."

"For what?", Miles asked, genuinely confused.

"…I like to stay professional. I appreciate that my lapse of concentration back in the lab wasn't seen as some sort of weakness."

Now it was Miles' turn to smile softly. "…I would be a hypocrite if I called your feelings weak."

"…I appreciate that sentiment, Mr. Morales."

For a moment, it seemed like the conversation was over.

But Miles dared to ask another question, albeit worriedly. "…Is that why she was a reprieve?"

For a moment, Miles was sure he had taken things back to ground zero, and he was going to get chewed out again by his science mentor.

But instead, Doctor Octavius chose to do something very unusual to her, and she revealed that side of her to someone else. "…Yes."

…

"…Well… I hope that I can be a reprieve during our time together."

Miles Morales had seen many surprising sights in his short time on planet earth, but perhaps none were as surprising as the sight of a real, true, down to earth genuine smile on Doctor Octavius' face.

"…You just never cease to surprise me, Mr. Morales. You're not as bad as I thought you were. Whatever it is you lack in guts, you sure do make up in spirit."

She continued to smile warmly as she complimented "Perhaps we can still make a scientist of you yet."

She then jokingly added "Provided you don't lose that collider again."

"Gee, thanks.", Miles retorted sarcastically, but this time he was smiling warmly back at her, and for the first time, the two rivals considered each other in a new, and different light.

"Huh. I'm starting to think that perhaps Doctor Octavius isn't that bad after all.", Miles thought, settling into his newfound coat.

* * *

Queens. New York. The busy streets, near a shadowy alleyway that leads to an all too familiar bar.

Doctor Octavius (her arms in rest mode, her weapon not as ready as she thinks it is), and Miles Morales (unarmed in every way, weak in more than confidence), not anticipating the battle ahead, walk past busy people on phones, dog walkers, street performers and deli after deli.

While Doctor Octavius was all business right now, trying to ignore the storm of emotions that surrounded her whole sordid affair with Janice Lincoln, the thief who had stolen her future after failing to heal her past, Miles was having a hard time not enjoying the sighs; he had never been to Queens, and it reminded him how huge New York was. So many different breeds of types of people walked by, each one fascinating in their own way:

"Come on, Tippy! Let's see if they've got better nuts over in Flushing Meadows! No, I don't care if it had 0.1 stars less than the others on Google!", a bushy tailed and bushy eyed teen girl wearing a green jacket walked by, and Miles could swear he felt a tail whack him by accident.

"Nelson and Murdock. Yes, we take any sort of case, ma'am. Uh huh. Uh huh. I'll be right away.", a slightly ginger man with red shades and a walking stick shut his phone with a sigh. "Can't step out of Hell's Kitchen for 5 minutes, I see."

Miles had to check his eyes to make sure he saw this right, but that seemed to be a heavily dressed man with blue fur?

The man looked back, reading glasses lightly sticking out over his nose/snout and he profusely apologized. "Excuse me, young sir! My bad!"

Miles just nodded, noticing the man had been reading a copy of "Victoria" by William Kraft. The odd man left, and Miles smiled at him, only to accidentally bump into another tall person, decidedly rougher and tougher than the previous man.

"Whattaya doin', pipsqueak? I'm walkin' here!", a thick Brooklyn accented pillar of a man huffed off, causing Miles to feel a bit dizzy.

Suddenly, he was grabbed by Doctor Octavius and rushed to an alleyway, where he was chided. "Mr. Morales, we're not here to sightsee!"

Her voice was low, almost a hiss, and her face was filled with utmost seriousness: This was a mission filled to the brim with danger and risk, and she did NOT need to babysit! If it wasn't for her curiosity at seeing if perhaps such a battle could get her stubborn student to show some more initiative, she would have sent him home to stay safe while she did battle with her past.

But it was too late for that, so she looked him in the eye and demanded compliance. "Wake up! We're facing a super criminal with gadgets beyond your wildest dreams! We have to take the collider now, before it's too late for me!"

She was sure he would just make some comment, or retort, or notice her Freudian slip, but instead Miles surprised her by nodding his head and clenching his fists in concentration. "Got it!", he said, ready to do his best.

Doctor Octavius didn't know what to say to that perfect showing of diligence, so she just nodded slightly and turned around, leading him down the dark, dirty alleyway that smelled of vodka and rat poison. It was wet, puddles splashing thanks to Miles' boots, and it was cold, iliciting a shiver from Doctor Octavius. Even she could get those sometimes.

Appearing in front of them was a rusty wooden door, a sign nailed to it crudely informing them that the place was "Presently Open To Those Still In The Past For The Foreseeable Future".

"Cute.", Doctor Octavius muttered, clearly meaning something else. Miles didn't really get it, since Doctor Octavius seemed to be pretty focused on the now, and it couldn't refer to him, after all he was worried about the future if anything!

"Inaccurate sigh, huh?", Miles slightly quipped, an uncomfortable smile on his face. "Maybe they should have put an "Out of order" sign! Fits me more!"

Doctor Octavius stared back at him with an unamused eyebrow raise. "Less jokes, more intense survival skills. The last thing I need is a dead child. It would set me back weeks at least!"

Miles tried to ignore that worryingly psychopathic statement as he followed Liv into the establishment, the doctor opening the door with a simple handle squeeze.

"She's waiting for us. Defensive measures at the ready.", Liv instructed, lifting her makeshift blaster while Miles nervously raised his fists and a stick he found on the ground outside the pub.

"Hi, my name is Beetle, sticks are like poison to me, please put that deadly stick away…", Miles muttered, praying for some luck.

Suddenly, the lights turned on, and Miles and Liv were greeted with flashing dance party lights of red, blue and purple, wooden bar stools next to a long and wide brown counter that housed behind it dozens of very breakable and VERY expensive bottles of liquor, but curiously, they were all from 2009.

"Weird…", Miles commented, but Liv objected.

"Not really, actually. 2009 was a spectacular year for wine."

Miles couldn't help but smile at that. "How on earth do you know that?"

But Liv was not smiling. "That's not why they're here, though."

Miles gulped, and he continued looking around, seeing that the pub had more intriguing sights, like the massive pool table that was set up for a game ("Never played Pool. Wonder if I could try it once we're done not dying"), the massive octopus and beetle tapestry hanging on the wall above the drinks ("HOW did I miss that? It's pretty well made, though. Not bad, crazy criminal lady!") and a…

"Good evening, Olivia Octavius!", it said, seemingly relishing the chance to sound it out. "…Enchanting as ever! Mr. Morales, if I may call you Miles, a pleasure to have you on board as well! Do try to stay away from any alcoholic drinks, though! Jefferson and Rio would NOT approve!"

Miles would normally have been shocked at the first name basis the figure in front of him had of his parents, but it was the fact it was a giant android that sort of looked like C-3PO with a tux and a red rose in its pocket. that startled him just a little more.

The almost bug esque head with antennas that had tiny tinny hats on them, the round abdomen body that bore the tux, the thin spindly legs that looked like they could travel great speeds in no time, and of course the silver sheen that nearly blinded them…

It was sort of magnificent, but also sort of creepy.

Suddenly, the android placed a name tag on its suit that read "Ed".

"Ed? That's an odd name for a bot. Not something like "Sentinel", or "Vision", or "Ultron" or… "H.E.R.B.I.E"?", Miles asked, confused, while Liv just sighed and scoffed.

Her octopus arms began to retract, and she held her hand up to stop them. "Not yet! I want this to play out first!"

"Ed" the android looked down at Miles, but clearly directed his statement to Liv. "Well, Miles, let's just say I always preferred non-fiction to Science Fiction."

"Really? I'm more partial to music, but everyone and their own tastes!", Miles said, oddly happy to converse with the android. Perhaps it was because it was the first person in a while that didn't seem to wonder if he was going to die in the next few minutes out of incompetence, or try to encourage him that wouldn't happen, which for some reason just didn't work for him.

He wished he knew why.

(Sigh)… He really did wish he knew why.

"Oh, believe me, Miles: Music is VERY much on my nice list.", the robot informed, again seemingly talking to Liv, who pushed past him and sat down on the stool, head resting on her arms.

"Mr. Morales, sit down! Let's get this over with!", she ordered, and Miles hurriedly joined, not wishing to invite her wrath.

He struggled for a moment to sit on the chair, since it WAS quite tall and he WAS 13, so he wondered if perhaps Liv could give him a boost.

But looking at her, she was willing to do nothing of the sort, so he decided to try again, just barely making it, but making it still.

Liv suddenly had a small smile on her lips, but she hid it quickly since she was focused on Beetle.

Instead, however, "Ed" popped up again, behind the counter, cleaning a glass with a towel and preparing for their orders with a smile.

At least, Miles thought it was a smile: It was hard to tell with the android not really having a mouth feature and transmitting his voice from dots, a la a shower.

"The madam will be having her favorite, of course.", the android stated, pouring a glass of Château Latour 2009 into her wine glass, which Liv allowed Moe to hold as she stared at "Ed" with a glare.

Meanwhile, Miles stared in amazement as a mug of hot chocolate was made in super sonic speed in front of his eyes. The liquid seemed to float in the air as it was made, making Miles's eyes dart around in wonder. Finally, after much shaking, stirring and mixing, a freshly brewed mug of chocolaty goodness was steaming in front of him.

Miles was about to drink his mug when Liv stopped him and inserted a weird measuring device that looked like the baby of a thermometer and a wrist watch into his drink. The two watched it curiously, before it dinged an emerald green light.

"Ed" sighed and looked into a startled Liv's eyes, the doctor confused by her wrong diagnosis. "You still think I'm not on your side?", he asked, but the voice crackled, sounding half feminine.

Liv nose sighed and prodded the robot with an accusatory finger. "You have a lot of nerve to say that, after what happened!"

Miles, however, was still confused. "Wait, what did you think was wrong with my drink?". He was already sipping it happily, enjoying its oddly soothing texture. It didn't feel like it was made by a machine.

Liv snapped towards Miles, hoping he'd take her side. "I understandably theorized that she poisoned it! Beetle is a criminal of the worst kind: One with no aim, no purpose!"

"I doubt that are any criminals of a good kind…", Miles commented cheekily.

"I had an aim: It was "Have fun". And then… I found a better aim.", "Ed" explained, its voice still split between the monotone and the female tone.

"Ed" then withdrew a warm pretzel and waved it at Miles. "Freshly baked! Great with anything, really! Want me to butter it?", it asked Miles, who was close to nodding before the pretzel was snatched by Liv, who decided to store it in her bag to keep it out of sight.

"Don't you butter him up! Pun NOT intended!", she barked, and "Ed" laughed simply, voice full of… Regret? Love? Sadness?

"Oh, Liv… Still the same. So angry. So determined. So broken."

Liv looked like she could snap the android's neck if she wanted to, and Miles wondered if he should intervene, or if he would somehow make things even worse!

"And you, Miles Morales… So unsure. So hesitant. So afraid of not being up to snuff, of returning to who you used to be, that, well… You did so anyway."

Miles gulped, fear stricken eyes praying that Liv had not put two and two together.

"Leave him out of it.", Liv growled, surprisingly protective. Perhaps she had a conscious… Or perhaps she wanted not to have a dead boy on her record.

Whatever her motivation was, "Ed" agreed to refrain from Miles. "All right. But if you want the collider, Liv… You have to confront your past. Maybe then there will be hope for you and your mission…", it explained, before slinking off to turn on the jukebox.

Miles was curious as to the point behind this, and soon a whirring could be heard as the song choice began to turn on and echo softly across the bar.

"Be careful, Mr. Morales… She's a fake, through and through.", Liv warned, disgusted by Beetle's entire existence. Her motivations, her line of work, her relationship with Liv… They were all self serving.

She stabbed her in the back, so what could she possibly give her that was…

A familiar rushing of waves was suddenly heard, and Liv's pupils widened with recognition, her eyes almost immediately beginning to tear up, which she stopped instantaneously.

Miles looked at Liv with surprise as Liv held her breath, an odd feeling in her heart.

"…She remembered."

Miles hesitated to ask, but he couldn't help it. "…Remember… What?"

But Liv was too busy staring at the bar…

Her memories painting her vision…

_"__Hands, put your empty hands in mine…"_

_"__And scars, show me all the scars you hide…"_

_"__And hey, if your wings are broken"_

_"__Please take mine so yours can open too"_

_"__Cause I'm gonna stand by you!"_

(IN THIS ALTERNATE EARTH, "STAND BY YOU" by RACHEL PLATTEN CAME OUT IN 2009!)

_"__Come on, come on!"_

_Sitting on the same barstool, but looking way younger, the Doctor Octavius from 10 years ago was not even Doctor Octopus yet._

_Instead, she was Olivia "Liv" Octavius, grieving niece, former employee of Oscorp, and currently very frustrated woman, as she tried her best to fix an energy amplifier that was covered with bumps, scratches and damage._

_It glowed as brightly as it would in the future, but not as brightly as it once did…_

_In his hands._

_Liv shook her head, trying to ignore the thought, and she pressed on with her work, connecting wire tips that dangled dangerously and tightening bolts and screws._

_The original was massive, awe inspiring. She had had to settle with a mini-version, one he had kept around as a prototype. It was way less impressive, to say the least: None of the presence, the meaning, the showmanship._

_It was just a machine._

_And Liv felt it was way too representative of her: She was never as good as him, and she never had any pretense that she could be._

_A bolt slipped down, and Liv hit her head on the bar table as she leaned down to reach it. "Shit!", she exclaimed, rubbing her hurting head._

_She looked down at the bolt. It just stood there, aimless._

_…__What was left for her?_

_She had nothing now. Nothing but this machine, and even that she couldn't save…_

_Slam! She pounded the table and fought the urge to cry, fought the urge to shout his name out, fought the urge to remember his all too peaceful face as he surfaced from the inky depths that had taken him…_

_"__Now, what did that table ever do to you?", a voice asked, and Liv looked up annoyed to find a pair of illuminated eyes dancing underneath a sea of wavy black hair that was somehow both flowing and perfectly straight._

_Her chocolate milk skin was smooth, and it almost gleamed in the light as she grinned mischieviously, her hawkeye purple waiter's dress stained with guacamole._

_And her smile…_

_Even Liv was distracted by it for a second._

_"__Perhaps if you order somethin', you'll feel less inclined to beat up the furniture.", she quipped, but Liv was already back to work on her device._

_"__My thirst cannot be quenched.", she dryly remarked, and the waiter chuckled warmly._

_"__Well, I hope that's not true, since I can only let you stay here for so long. There are some thirsts that want to be quenched in that line.", the waiter informed, not in a "hurry up and get on with it" way, but more in a "I have no problem with you staying, but reality IS a thing" sort of way._

_"__Too bad for them.", Liv stated, sticking the bolt almost violently back in place, cutting some skin off her thumb._

_The waiter noticed the whole hand and remarked "How about you order a bandage? That's not the only finger you cut."_

_Liv looked up, annoyed. "You can forget it."_

_"__All right."_

_Silence reigned as Liv kept trying to fix the device, and soon the waitress returned from some other orders, peaking at the device._

_She normally would have looked at it first, but she had been… Distracted by the owner of the device, whose curly messy hair looked wild and alluring._

_Looking at the device, she eyed it with admiration; it was a wonder!_

_"__Dang, that is one beautiful device you got there!", she remarked, nearing her hand to touch it._

_"__Too bad it could use some repairs… I might have some stuff in my garage that…"_

_But before the waiter could even try, her hand was slapped away._

_Liv growled at her. "Don't. You. DARE. Touch. That."_

_The waiter backed off slowly, and Liv resumed her work, furious._

_How DARE someone try and interfere with HER invention?!_

_She kicked herself hard._

_HIS invention._

_HIS invention!_

_What would HE have said if she took credit for his work?_

_…__What would he have said if he knew how horrible she was acting?_

_…__He can't say anything._

_He's…_

_He's…_

_Liv wanted to deny it, but she was a woman of facts._

_"__It's ok… He was always going to move on. People die all the time… It's the natural state of life.", she muttered, loudly enough for the waiter to notice, her eyes not visibly worried._

_"__Are… Are you ok?", the waiter asked._

_"__People die all the time… Right?", Liv suddenly asked, with a voice as weak and as lost as a whisper in the rain._

_"…__Yes. Yes they do.", The waiter responded knowingly._

_Liv suddenly looked up, tears in her eyes, for once refusing to hide them. "Then why am I so hurt?"_

_The Waiter placed a comforting hand on the sobbing woman's shoulder, as she let the tears stain the wooden bar table._

_The waiter didn't know what to say; usually she just flirted with someone, she didn't really have to step up in such an emotional way…_

_What could she say?_

_"__Tears, make kaleidoscopes in your eyes!"_

_"__And hurt, I know you're hurting, but so am I!"_

_"__And love, if your wings are broken"_

_"__Borrow mine so yours can open too"_

_"__Cause I'm gonna stand by you"_

_Suddenly, the waiter knew what she could do._

_Taking Liv's hands, she looked her in the eyes and smiled. "I've been in hell too. You could say I'm experienced. Perhaps I could… Guide you through?"_

_Liv wasn't sure what to say, so emotionally distant she was from people since…_

_Suddenly, the waiter placed a soft hand on the device._

_"__I can fix this for you… Will that help?"_

_Liv's lip trembled. "I… I want to fix it for him."_

_The waiter smiled softly, eyes twinkling. "We can work on it together… No shame in a helping hand handing a wrench, now is there?"_

_She would hand HIM wrenches. He liked getting help. Perhaps if she could get it fixed…_

_Looking up, Liv nodded slowly, a small smile on her lips as she thought of the one thing she could do for her uncle._

_"…__I guess I could do that. Friday… At your garage?"_

_That Friday, with the same song blasting through, Liv and Janice Lincoln would end up fixing the device, and passionately making out on the table, ending the day with Liv feeling safe in someone's hands once more._

_She finally had another person who could stray her to the right path…_

Liv blinked away the tears as the song ended, her heart pounding as she remembered it all.

Looking at Miles, she could see he really wanted to know. He also had placed a comforting hand on her hand, and she lightly sent back a confirmation that she felt it.

"…Let's just say Janice helped fix something I had."

And for a moment, Liv smiled, and Miles smiled too.

But unfortunately, smiles can't hear beetle egg bombs in the jukebox.

BOOM!

Liv was lying on Miles, trying not to get smashed in the head with pieces of jukebox, when a green and purple eskoskeleton suit crashed in from the roof, like a terrifying angel, floating above them with…

"Shocker gauntlets? Well, you never were one for originality.", Liv commented dryly, slowly getting up, her arms unveiling themselves to rise up to face Janice.

The two female villains stared at each other high up in the sky, Liv snarling almost, Janice merely smiling shyly, seemingly trying to smirk and failing. "What can I say? I was always better at fixing broken things than making something new."

"Fix your resume. Your unfinished project is this close to gutting you.", Liv spat out, rage reflecting in her eyes, rage and sorrow.

"You wouldn't. You love me too much.", Janice said, but it was hard to tell if her tone was sarcastic… Or hopeful.

"Try me…", Liv threatened, her face shifting to her villainous identity. "You have no idea how much I want you to feel an OUNCE of my pain, Janice."

Miles, meanwhile, picked up his stick and shivered as he approached them. Normally, this would be an easy battle. But he didn't have his suit. He couldn't use his powers. How much could he do in the battle?

Still, Miles was no backstabbing coward: He wasn't just going to leave Liv alone with this maniac.

"Doctor Octavius, give me a literal hand! I can't reach her from here!", Miles asked, pointing his stick aggressively. "Yeah, you're afraid of the stick!"

Janice looked at the boy with an odd smile and a wave before locking eyes again with her ex. "I like my replacement. I hope he'll fare better."

"He's just a student. Leave him out of this.", Liv stated, hushed anger now coating her eyes.

"Hey! You asked me to come!", Miles complained. Sure, he was unsure, but he was surely sure he wanted to help despite being surely unsure, because as unsure as his assurances were, his assurance on surely helping was surely assured!

"…I've gotta talk to someone about how I'm going loco.", Miles thought, still trying to find a fighting position.

"I would rather ask where the collider is.", Liv reflected to Janice, who chuckled softly.

"Would I really make it that easy?", she asked, and Miles shrugged.

"Pretty please?"

"Lazy.", Liv rolled her eyes.

"Sorry, I only preferred to work on my science project without the threat of death from a miscolored beetle!", Miles shot back, annoyed. Did she have to criticize at EVERY turn?

"It's an aesthetic choice!", Beetle shouted out with a grin, and she shot out a bullet that split into a horn that subdued Miles to the ground.

"That's new!", Liv noted as she immediately dodged to release Miles, cutting the ropes with the claws of Moe.

"So, you were wrong about her.", Miles smirked naughtily and Liv sighed, giving the student a dirty look as she leapt into the air to tangle with Beetle.

"SO not the time, Mr. Morales.", Liv retorted, and Miles dodged another bullet, panting in the corner as he tried to think of a way to defeat Beetle without revealing he's Spider-Man and dying right after.

"Are you sure? Because I think SOMEONE might be wrong for once!", Miles said, not maliciously, but a little happy to see the Doctor knocked down a peg, as he bent his knees down, closed his eye in concentration, and projectile released his stick at Beetle, the twig rocketing towards her mask.

"Yes! Score!", Miles cheered for himself, but Beetle suddenly turned around and grabbed the stick, snapping it like… Well, a twig.

"Don't take it too personally, kid: Liv couldn't even admit to failure with me!", Beetle informed the now weaponless and alarmed Miles, who rolled away from a shocker gauntlet blast that blew a hole in the wall and totally missed him, leaping to cover himself from blasts from behind the bar table.

"I have advanced astrophysics and interdimensional travel in ways you can't even begin to delude about! I have perfected the greatest inventions of all time after they were nearly destroyed! I am the head of Alchamax for Christ's sake! What failure?!", Liv shouted with protest as she hit Beetle with Harry and Moe and pinned her to the wall, holding her armored throat, as Larry sent gut punches that made wall splinters fly, falling onto the still unsure what to do Mile's head.

Janice grinned as she aimed her gauntlets at Liv and prepared to shock her to submission. "Well, for one, this."

ZAP! Went the gauntlets, sending a jolt and shocking Liv immensely, her suit not offering protection for THAT kind of electric attack.

Dazed, Liv could barely see what was going on as Beetle tipped her over, sending the doctor cascading down to the bar table with a massive thud, breaking her nose.

"Doctor Octavius!", Miles called, as she bled out on the table, nearly faint. Beetle too hovered over in alarm, her hope had been to merely get Liv to stop fighting.

But Liv Octavius was not one to just stand down without a fight.

Growling, she forced herself up with her own arms and with Larry, Harry and Moe, she grabbed some bar chairs and bottles.

Her legs were still shaking, knees nearly buckling thanks to the lingering jolts of the shocker gauntlets, and her nose was still slowly seeping blood onto her lab coat, the spots looking quite pinkish.

She was clearly hurt, as her eyes blinked a little, and Miles, concerned, stood up in a frenzy and startlingly offered his hand. "Doctor Octavius, you're going to get hurt!"

She glared at him, unamused, as Beetle decided to fly all over the place and tease. "Oh, come on Liv: You miss me, and you're going to keep missing me!". But one could tell she was still concerned.

Miles sheepishly pressed on. "Look, we should find some sort of strategy."

"Here's my strategy: You stay here and don't get killed like the idiot you're not!", Liv threatened, and she turned to Beetle with a glower.

"Come back for more?", Beetle asked, reluctantly aiming her blaster. "You'd think you'd get the message by now."

Liv smirked as she readied her throwing arms. "As the song says, "Return to Sender"!", she quipped, the backup juke box ("They have a backup juke box?", Miles pondered) playing said song by Elvis Presley as Doctor Octopus threw chair after chair and bottle after bottle at Beetle, the speed and ferocity of the projectiles nearly overshadowing the music and definitely taking Beetle out of her advantage.

Glass shards flew by, not causing much damage to Beetle's eskoskeleton but definitely distracting her, and the chairs would hurt anyone, their hard figures nearly knocking her out of the sky.

Her wings nearly as fast as a hummingbird's, Beetle tried her best to evade the onslaught, as more holes got torn in the wall, an LED light got smashed to smithereens, and a signed New York Mets ball got knocked out of its placing on the wall.

"THAT WAS A FUCKING COLLECTIABLE!", Beetle shouted, getting a little pissed, deflecting the chairs with Shocker blasts, which were beginning to short out thanks to all the alcohol that was spilled on them.

Electric sparkles flew from the gauntlets, and Janice, realizing they were going to burn up, threw them away, which set the foosball table on fire.

"I just sent the final payment on that!", Janice cried, making Liv laugh, while Miles began to relax. She really DID seem to have it under control! Too bad he hadn't done anything, but still!

Liv's arms continued to flail around, seemingly out of control (Flo especially beginning to shut down), as Liv continued to barrage her ex, who was sounding frightened.

"Olivia? Firecracker? Liv? I know you're in there!", Beetle called out, sounding terrified, as she flew to her, but Liv just laughed maniacally as she reached for her blaster, Miles looking worried too.

"Doctor Octavius? Um… She's almost beat, there's no need to…", Miles started, but Liv didn't care.

Sneering, she protectively put a hand in front of Miles. "What did I tell you? You're not getting hurt! And now…"

She cocked the blaster, Beetle blocking her face.

"Neither will I."

Time seemed to slow down as Liv prepared the blast, her face forcing itself to growl and storm as the blaster charged up. Miles, racing towards it, tried to slap it down, but Liv used Harry and Larry to rock him to submission, Miles struggling against it. Beetle, meanwhile, shouted and shouted for her love, but Liv wasn't there, her frown illuminated with tears, her evil laugh cracking with sobs…

And then Beetle realized there was only one way to save the love of her life.

Her wings slowing down, Beetle dropped her blaster, which broke on contact with the floor, and slowly removed her mask, revealing the tearstained and puffy face of Janice Lincoln, who was filled now with cuts and bruises. Her mask, which had been cracked slightly thanks to the fight, slipped from her fingers and broke into a million pieces on the floor.

"Liv… Please…", Janice said, and Liv shouted "You're not going to win me over!"

She remembered the fights, how Janice shut down her entire plans, saying she was wrong, saying she was wrong to continue her uncle's legacy.

"Liv… Firecracker… Please…", Janice persisted, and Liv had to ignore Miles's begs that she show mercy.

She remembered how Janice stopped robbing banks for her. How Janice stopped enjoying her night life of clubbing and drinking to wipe her tears.

How Janice loved her, despite everything.

"Liv… I love you."

The blaster lowered.

The frown faltered.

And Liv looked down on the floor, not knowing what to say.

Miles was finally let go, and as he struggled to breath, Janice slowly set foot on the ground and looked at Liv, trying to think of what to say.

Liv, meanwhile, could barely articulate her words, as she hyperventilated. "…After… After… After…"

She looked up, choking almost. "…After all this time?"

Janice was hugging herself, the once confident, once structurally sound woman now a teary mess, looking at the woman she never gave up on.

"…"

She wanted to say it all. How much she loved her. How much she wanted to help her. How much she wanted to hold and never let go.

But before she could say a word…

BOOM!

Liv's blaster, which was improperly constructed, suddenly destabilized and shocked Liv so hard she fainted, before blasting the ground and making it disappear into thin air, Janice about to fall into it.

Miles, freaking out, shouted out Beetle's name as he checked on Liv, who was practically smoking, and fortunately waking up already.

Janice, panicking as well, tried to use her wings, but they had been slightly damaged in the fight, and they were struggling to keep her up, Janice knowing that the fall, while not insanely deadly now, was going to be deadly soon: The blaster was still shooting out, making the fall longer and harder.

"Miles! My wings will give out soon!", she called out, fear present in her voice.

Miles was seeing spots, so fucking terrified he was of letting someone die, but Liv wasn't responding as he shook her.

"Doctor Octavius, wake up!", he shouted, brain storming to think of how to save Beetle. He couldn't use his web shooters, lest Liv see, and even if she didn't, could they hold onto Janice? The only other option was to jump, but how was he going to lift an entire person in mid air while jumping?

Liv suddenly woke up a little and, putting her hand on Miles' face, she said…

"Don't… Die… So… Much… More… You…", she warned, seemingly afraid for Miles, which was freaky, before she fell back asleep.

Janice, meanwhile, flapped with all her might, but she was about to fall. "MILES! PLEASE!", she screamed, and Miles, breathing heavily, walked up to her, preparing to jump.

But still, he was terrified. What if he couldn't hold her?

"Grab onto my hand!", he shouted, and Janice just reached as Miles pulled and pulled, but she was too heavy!

Almost hysterical, Miles looked up and, praying Liv didn't see, shot a web at the wall, trying to leverage up.

But Janice was still too heavy, and Miles' panic attack hit as he thought of her frail body, and how he had failed her.

"I… I…"

He cried, heavily, hating every bit of himself.

"I can't save you, Beetle! I'm sorry!"

Beetle was terrified, but she had to think of something!

But what could she think of? The boy was too scared, which was stupid, since he had done amazing things before this, this was nothing!

Why didn't he remember that?

And then, Janice realized that what had not worked with Liv would work with Miles.

"Miles… Listen to me!", Janice shouted, as she held on with all her might and adopted her warmest glance, truly hoping to inspire the boy.

Miles, tears flooding his face, looked at her with shame.

"…You have great powers. Use them wisely. You're so much more than what you think. I promise."

Miles heard all this, and realized…

He would have to pretend if it meant Janice would live.

His identity could be revealed, he knew that…

But he didn't trade lives.

Shooting five more webs, Miles pulled with his spider strength, now powered up with confidence, and he pulled Janice up gradually.

With the other hand, he grabbed the blaster and studied it's makeup: If he could cut the wires…

But with what?

"Perhaps I could overdrive it!", he considered using his tazer webs, but Liv knew about those, so surely she had protection for that…

Well, he would have to cut them with his thumb and forefinger.

Miles normally would have seen this as mad, as doomed to fail, but he didn't have time for doubt, Janice was going to die!

"You're so close, Miles! Keep going!", Janice encouraged, as Miles pulled and pulled, nearly saving her…

Only for the webs to strain as Miles shifted his focus.

"No!", he shouted, seeing them begin to tear. "Beetle, my webs are breaking!"

"It's fine! Tear the wires! You'll get me in time!"

"But…", Miles started, before deciding to shut his brain up and act.

No.

He was NOT going to fail.

Beetle WILL live!

Removing his hand from the webs, two hands cut the wires in milaseconds before Miles backflipped onto his legs and from behind, not looking, he webbed Beetle back onto the ground, the hole still there in the floor.

The webs fell down into the hole, their trace gone just as Liv got up to see Miles quickly rewire the device with nothing but his wits, managing to program it to fix the hole it had caused.

She was still heavily hurt…

But she smiled a small smile as he shouted out "Yes!" and Janice hugged him.

* * *

"So… You're her mentee?", Janice asked as the sirens blared and her hands were cuffed.

Miles still couldn't believe this was happening. "Sort of… And you're her ex who DOES care?"

Janice nodded as she began to get carried into the car, the cops confiscating her mask, weapons and wings, the collider safe in Miles' backpack.

Miles shuffled at his feet, unsure. "…Why did you break up then?"

Janice sighed, her eyes reflecting loss and pain. "It's quite simple, actually… Liv is brilliant. Incredible. She can do anything… But she sucks at moving on. And she doesn't understand that it's ok to get help."

Janice then looked at Miles with serious eyes, full of fear. "And she truly thinks what she's planning is right."

Miles' confusion over Liv had only continued since he first met her, and now he was truly puzzled: What did that mean?

Janice, meanwhile, was being dragged into the car as Miles followed. She smiled at him softly, as she chuckled. "You're like her… But less confident."

Miles didn't know what to say to THAT.

"It's a compliment. You're a good kid. And you could be an amazing hero. You just have to do what Liv can't… Believe."

"In what?"

"…In everything."

As the doors began to close, Janice quickly begged Miles "Please… You're the only one who can save her. She truly has a heart… Just do what you do best, even if you disagree with me."

"What is it?", Miles asked, as he saw a final glimpse of her face.

Janice sighed.

"Be Miles Morales. Be a hero."

The doors finally closed and Janice was gone, which meant that Liv could finally come out to Miles, her body still shaken, but her mood seemingly fine.

"Relationships… Am I right?", she joked, looking not in a joking mood, as she slowly placed a hand on Miles' shoulder.

It was quiet…

"…Thank you…"

But Miles had never felt such genuine affection since…

Well, since he felt happy.

"…You really did know how to fix the blaster. Do the surprises ever end with you?", she smiled, truly, and Miles smiled back.

He remembered Janice's words and wondered…

Was Liv evil? What was her plan?

And perhaps craziest of all…

Was Liv the victim?

"…I'm sorry."

Liv smacked him on the head, but in a good natured way. "Stop apologizing, geez!"

She then smiled again. "…If you're done proving me right, how about some lunch?"

Miles began to follow her, but he was curious. "What are you right about?"

Liv was still smiling, a first in a long time. "…Your potential."

For the first time in forever, Miles felt like he actually WAS Spider-Man.

Before realizing something…

"LUNCH? IT'S ONLY NOON?!

* * *

**My Usual Notes Will Be Added Soon!**


End file.
